board of directors structure of the board The Board currently comprises seven members. Board members possess a broad range of industry experience and business skills to appropriately govern the interests of our shareholders.The Board continues to actively guide the ongoing growth strategy of the Company. The Board actively involves, as appropriate, expert and independent advice on matters reserved for the Remuneration and Audit and Risk Committees. andrew Kent Chairman and Executive Director Mr Kent is an experienced business manager and corporate advisor with more than 30 years of experience in international equities and media. He was the CEO of Aspermont Limited from 2000 to 2005 and holds considerable knowledge of its products and the market landscape. Mr Kent joined the Board in 1998 and holds other directorships in Magyar Mining Ltd and New Guinea Energy Ltd. He is a member of the Australian Institute of Company Directors. charbel Nader Vice-Chairman and Non-executive Director Mr Nader has extensive experience in corporate finance and strategic advisory roles in various industries and is presently Chairman of MMP Holdings, Victoria’s largest multi- media business, combining local magazines, newspapers and digital assets. With 16 publications delivered to 925,000 homes across Melbourne and Geelong every week and a stable of digital assets including reviewproperty.com.au. Mr Nader joined the Board in January 2010. He is chairman of Aspermont’s Audit and Risk Committee and Remuneration Committee. Lewis cross Non-executive Director Mr Cross was the former principal of the accounting firm CrossCorp Accounting from 1979 to 2009. A board member since 2000, Mr Cross is also Executive Chairman of White Canyon Uranium Ltd and Non-Executive Chairman of Golden State Resources Ltd. He is a member of Aspermont’s Audit and Risk Committee and Remuneration Committee. John detwiler Company Secretary Mr Detwiler is a Certified Practising Accountant with more than 25 years of financial and corporate accounting experience at private and listed international companies. Joining Aspermont as Company Secretary and Chief Financial Officer in June 2010 he brings strong operational and strategic skills to the Group. t r o p e R l a u n n A l 3 1 0 2 1 board of directors coNtiNued chris Maybury Non-Executive Director Mr Maybury has been the non-executive Chairman of Hong Kong based Beacon Events Limited since 2005. Prior to his role with Beacon Events, he was CEO of International Institute of Research (“IIR”), which grew into the world’s largest conference and performance-improvement group with revenues of US$900 million. He has also held senior executive roles with News International, Marks and Spencer and Tesco. Mr Maybury joined Aspermont’s Board in August 2012. david Nizol Executive Director Mr Nizol has a wealth of publishing experience including holding senior executive positions and directorships in both public and in private companies. Mr Nizol is Chief Executive Officer of Aspermont UK and joined the Board in January 2010. colm o’brien Chief Executive Officer and Executive Director Mr O’Brien has in-depth management consulting and banking experience through previous roles, he has held the position of Group Chief Executive Officer since October 2005 and has a detailed knowledge of the products, strategy and media landscape. Mr O’Brien joined the Board in January 2010 and holds a directorship with Magyar Mining Plc. He is a member of Aspermont’s Remuneration Committee. John stark Non-executive Director Mr Stark is an experienced business manager with interests across various listed and unlisted companies. Mr Stark has been a member of the Board since 2000 and is a member of Aspermont’s Audit and Risk Committee and Remuneration Committee. t r o p e R l a u n n A l 3 1 0 2 2 chAirmAn’s review Dear shareholders, May the Board and I take this opportunity to thank you for all your kind patience and support. Conditions in the sectors that your company trades in have been restrained due to both cyclical and political turbulence. A consequence of this is, at Aspermont’s lowest point your company improved revenue, margin and once again consumed a disproportionate amount of EBITA into investments - which is consistent with Aspermont’s decade-long theme to build a global “ballroom” for its products from within its resources. In this endeavour management has: • delivered momentum innovation sound returns (both at the gross and net level) • shown a willingness to rise to conditions as well as deal with complexities; often less apparent in structured commercial solutions than at the conversion to dollar phase • needed to advance with the Board a relentless approach for growth via profits and cash flow • of its own accord managed to reduce bank debt by 75% over the past four years Today your company is of a size where additional earnings reduce the percentage spent in corporate costs. Today your company enjoys the benefits of its new, well-staffed offices in China and Brazil, which came alive in 2012/13. Aspermont’s global ballroom approach has been made easier through strong management recruitment with a team that provides clarity, common sense practice and much needed unique skillsets. Finally, and possibly most importantly, I regard content needing non-stop moulding to structured standardisation; collected and dispatched with overarching themes through new mediums/platforms that are able to be collateralised and branded to a higher providence for the community, as critical to our success - whether face to face, digital or print. The question remains can a high provident, overarching, multi-platformed content retriever and provider be able to slice, dice and commercialise through the cash centres it has or is building. I hope so. During the current year, I will encourage the executives of this company to make more, spend more, extinguish debt and further expand in products and reach. Without meaningful debt there must be dividends. Yours sincerely, Andrew Kent | Chairman Aspermont Limited t r o p e R l a u n n A l 3 1 0 2 3 Group ceo reporT Dear shareholders, The following provides an update on our operations, we continue to grow the business platform across all our channels. We are well positioned to take on the large growth areas of Events and Digital, through senior recruitment, investment in infrastructure and product development. I would like to thank the Board of Directors, our staff and customers as Aspermont continues to create a media business of substance. Colm O’Brien | Group CEO Aspermont Limited The Group hAs conTinueD To esTAbLish A firm operATinG bAse for fuTure GrowTh from finAnciAL YeAr 2012/13 • Underlying Revenue up 1%*, resilient in tough • Recruitment of key personnel across markets • Media EBITDA $2.7m down from $4.4m, the group as part of the investment in growth strategy impacted by $2m of P&L ‘investments • New digital platform strategy and in growth’ implementation underway • Bank Debt down by 18% to $3.8m • Expanded operating centre in Hong Kong and (1.37x Media EBITDA), aim to reduce to new office in Brazil to launch our first South under 1x this FY American brand * Consolidated Rev up 22% to $40m on consolidation of Events subsidiary t r o p e R l a u n n A l 3 1 0 2 4 Operating Revenue ($000)((484))1,0762010163201120098791,611R20103,4292011200922,96724,729201024,98020112009Market Capitalisation ($000)Media EBITDA ($000)Net Profit After Tax ($000)33,13956,513201018,8802011(258)20124,377201232,806201240,179*20132,743201325,06520122,509201316,71020132009 i G n n m i Y G r e n e T m e m n o r i v n e e r u T L u c i r G A n o i T c u r T s n o c KeY secTors Aspermont has over 150 products across 5 key business sectors, products range from quarterly magazines to large events prinT DiGiTAL evenTs energynewspremium.net • print saw a decrease in • Digital revenue has a marginal • our flagship mines & money revenues in 2012/13, mainly driven by market conditions in mining & Agriculture; the addition of our new environment sector has helped minimize the overall impact to 2% • This year we will launch all our print mastheads onto tablet editions, early indications are showing new revenue opportunities • Longer term growth will remain in single digits, however given our strong mastheads the returns are high for this channel increase of $100k in fY2012/13, revenue has remained robust despite trading conditions • we are focusing on a range of new digital products & a new technology stack • During the year we successfully launched mining news brazil • new product lines include a re-launch of mining Journal, data services, enriched content through webinars, online training courses and a larger inventory of premium advertising space events were ahead year on year by an average 12% • The consolidation of our Global events subsidiary (Aspermont is the 60% majority shareholder) added significantly to the overall revenue shape • we are focused on the creation of annual and large scale events, whilst ensuring we maintain a safe level of reinvestment for this growth t r o p e R l a u n n A l 3 1 0 2 5 LonDon beLo horiZonTe focus on evenTs • Continues success of Mines & Money brand, relaunch of Mines & Money Australia in Melbourne in September • Significant reinvestment of profit into growing increased global infrastructure, in particular into new division in Europe • Ongoing recruitment of key personnel to underpin future growth expectations focus on DiGiTAL • Social media focus particularly on Facebook and LinkedIn for growing large community-based audience • Content marketing solution across other mining and energy websites in FY14 • First foreign language online product launched in Brazil with in country office established • C.1000 paid members in 6 months post launch • Delivery of more efficient IT & Production capability • Alignment of systems and management across the combined Events subsidiary founded on Aspermont’s owned ASPIRE search algorithm and engine ready to branch out • Commence transition from legacy technology to more customer centric approach t r o p e R l a u n n A l 3 1 0 2 6 ThrouGh our operATinG cenTres, we Are buiLDinG A LArGe infrAsTrucTure To conTinue To proviDe vALue ADD informATion sources To our GLobAL communiTies honG KonG perTh sYDneY revenue breAKDown print 44% Digital 13% events 43% • strong annual margin • high margin/Low entry • high margin return • continues to grow • critical for sector support to new geographies • strong database growth • Low entry price for new launches • Ability to leverage a proven and brand leverage • multiple revenue streams model t r o p e R l a u n n A l 3 1 0 2 7 The Group’s sTrATeGic focus in The shorT Term is on The DeLiverY of The foLLowinG Three obJecTives, wiTh The Aim of DeLiverinG susTAineD profiTAbiLiTY new pLATforms ensuring all our brands are available anywhere, anytime. • We have selected a technology stack that allows a higher degree of interactivity and can ensure consistent publishing to mobile and desktop • This includes the launching of tablet editions of all the groups print mastheads during this financial year • Maximise reader and advertisers experience is compelling and innovative. It has also allows the opening up new revenue streams for subscription and advertising in key mastheads • Efficiency in Creation, Production , Delivery & Monetization of our Brands and Content brAnD exTension brand extension, launching of new events and digital products that align to our brands and extend them further into the niche communities • We have considerable intellectual property within our brands, these can be leveraged into new products in the sectors we serve • New content streams being developed to provide further information to audience engagement models • The cross leverage of publishing brands to events and training opportunities is a key growth area • Deeper investment in mArGin mAnAGemenT focussing on productivity, cost control and product mix; better scalability for the future • Our IT & Production departments are now aligned globally and allows us to transfer work between operating centres • Better cost comparison have also been implemented across the product groupings including finance integration within our global events business has led to better decision making • More efficient deployment of our global infrastructure will allow ease of scale and integration for future acquisition opportunities content sources, personnel and delivery capability are key to ensuring Aspermont retains and grow its intellectual property • Implementing robust allocation of capital models to better assess growth opportunities across the group t r o p e R l a u n n A l 3 1 0 2 8 DirecTor’s reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Your directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Aspermont Limited and the entities it controlled at the end of, or during, the year ended 30 June 2013. Directors The following people were directors of Aspermont Limited during the financial year and up to the date of this report: A.L Kent J. Stark L.G. Cross C. O’Brien D. Nizol C. Nader C. Maybury - joined the board in August 2012 Alex Kent - alternate director to A.L Kent principal activities The Group’s principal activities during the year were to develop and grow its various industry-leading mastheads through a combination of print, online and conference media channels. operating results The consolidated operating profit after tax was $3.5 million (2012: loss $0.26 million). Dividends No dividend has been declared for the year (2012: no dividend). review of operations The 2013 financial year has been a mixed one for our business. It began strongly, however general trading conditions started to deteriorate in the second quarter and have continued to do so, particular in the Australian market. The impact of this as reported has been a reduction year-on-year in our media earnings before interest, taxes, depreciation and amortisation (“Media EBITDA”1) of $1.7m. There is a resulting positive improvement to our net profit, with the Group seeing an improvement year on year of $3.8m. This is primarily the result of a change in the estimated Beacon put option liability and lower taxes for the Group. There has been continued progress made in bringing a number of initiatives to fruition and we are well- progressed in our efforts to integrate our expanded Global Events offering. We now have an established infrastructure, have recruited several key resources and determined a strategy for further growth into multiple business-to-business sectors. On the publishing side, we have also recruited key resources, in particular to drive our online strategy and increase our footprint in the UK. Unlike many media groups, Aspermont transitioned to paid content over 10 years ago. Our strategy focus now is to improve the depth of our information, functionality and user experience across all our communities. The cost of this improvement program has been taken to the profit and loss, and is represented in the reduction in our online segment results. The investment segment has seen a net loss of $1.7 million in the current year versus a loss of $0.7 million in the previous year. This loss largely stemmed from the sale of one of our investments, as well as an increase in focused resources for the segment. We have further cut our primary bank debt year on year, from $4.6 million to $3.8 million, in line with a planned debt reduction program implemented three years ago. This debt reduction will continue, with principal payments of $0.7 million and $0.7 million scheduled in the upcoming fiscal years. For the medium term, the underlying mining industry sector, representing 65% of Group revenue, remains in good order. Undoubtedly the junior end of the market will benefit from a round of consolidation and more robust criteria for access to capital. With 55-60% of our underlying revenue now booked in either US dollars or UK Sterling, the Group will benefit from a weakening Australian dollar, or a stabilisation at the current rate. 1. Media EBITDA before share option expenses is outlined and reconciled to profit from continuing operations before income tax expense in section B of the remuneration report. t r o p e R l a u n n A l 3 1 0 2 9 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Going concern Disclosure At 30 June 2013 and at the date of this report, the Company is negotiating a revised facility agreement with the ANZ. The Company believes it is in compliance with the financial covenants of the facility, but the bank has suggested changes to the proposed calculation. There is a lack of clarity and difference in interpretation on the calculation of the original financial covenants, which pre-date the Beacon Events transaction. The Company is currently in discussion with the ANZ to define the appropriate financial covenants of the facility and to revise the terms of the facility. As a result of these discussions and uncertainty over the calculation of the covenant ratios, the entire loan has been reclassified as a current borrowing at 30 June 2013. There are no matters existing to indicate that the company will be unable to successfully renegotiate the facility. significant changes in the state of affairs The significant changes in the state of affairs of the Group during the financial year are outlined in the preceding review of operations. matters subsequent to the end of the financial year No other matter or circumstance has arisen since 30 June 2013 that has significantly affected, or may significantly affect: (a) The Group’s operations in future financial years, or (b) The result of those operations in future financial years, or (c) The Group’s state of affairs in future financial years. Likely developments and expected results of operations The recent slowdown in the mining sector, particularly in Australia, means the upcoming year is expected to be one of consolidation, as we reduce some expenses and reduce or eliminate marginal elements of the business. Further significant investments in the upcoming year are expected to be limited to the online and events business. environmental regulations Environmental regulations do not have any impact on the group, which is not required to report under the National Greenhouse and Energy Reporting Act 2007. information on Directors A.L Kent, AAICD Chairman and Executive Director. Age 66 Experience and expertise Mr Kent is an experienced business manager and corporate adviser with over 30 years of experience in international equities and media. Mr Kent was the CEO of Aspermont Limited in 2000-05 and holds considerable knowledge of its products and the market landscape. Kent joined the board in 1998. Other current directorships Mr Kent holds directorships in Magyar Mining Ltd (since 2008) and New Guinea Energy Ltd (since 2009). He is a member of the Australian Institute of Company Directors. Former directorships in past 3 years Water Resources Group Ltd (resigned 2012) Excalibur Mining Ltd (resigned 2012) Special responsibilities Chairman of the Board Interest in shares and options 116,925,000 ordinary shares in Aspermont Limited 16,000,000 unlisted options on ordinary shares t r o p e R l a u n n A l 3 1 0 2 10 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Information on Directors (continued) J. Stark, AAICD Non-executive Director. Age 67 Experience and expertise Mr Stark is a business manager with experience and interests across various listed and unlisted companies. Mr Stark has been a member of the Board since 2000. Other current directorships None Former directorships in past 3 years None Special responsibilities Member of Remuneration Committee Member of Audit & Risk Committee Interest in shares and options 29,531,000 ordinary shares in Aspermont Limited L.G Cross, B.Com, CPA, FAICD Non-executive Director. Age 65 Experience and expertise Mr Cross was the former principal of the accounting firm CrossCorp Accounting from 1979 to 2009. He has been a member of the board since 2000. Other current directorships Executive chairman of White Canyon Uranium Ltd (since 2007) Non-executive chairman of Golden State Resources Ltd (since 2006) Special responsibilities Member of Audit & Risk Committee Member of Remuneration Committee Former directorships in past 3 years Non-executive chairman of Polaris Metals NL (resigned 2010) Interest in shares and options 1,700,000 ordinary shares in Aspermont Limited C. O’Brien, BCL (Hons), AAICD Executive Director. Age 41 Experience and expertise Mr O’Brien has in-depth management consulting and banking experience through previous roles. He has held the position of group CEO since October 2005 and has a detailed knowledge of the products, strategy and media landscape. Mr O’Brien joined the board in January 2010. Other current directorships Magyar Mining Plc Special responsibilities CEO - Group Member of Remuneration Committee Former directorships in last 3 years None Interest in shares and options 3,575,417 ordinary shares in Aspermont Limited 4,000,000 unlisted options on ordinary shares D. Nizol, BA Business Studies (Hons) Executive Director. Age 61 Experience and expertise Mr Nizol has a wealth of publishing experience, including holding senior executive positions and directorships in public and in private companies. Mr Nizol joined the board in January 2010. Other current directorships None Special responsibilities CEO – Aspermont UK Former directorships in last 3 years None Interest in shares and options 1,700,603 ordinary shares in Aspermont Limited t r o p e R l a u n n A l 3 1 0 2 11 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Information on Directors (continued) C. Nader B.Com, M App Fin, CA, Vice-chairman, Non-executive Director. Age 44 Experience and expertise Mr Nader has extensive experience in corporate finance and strategic advisory roles in various industries. He is chairman of MMP Holdings, Victoria’s largest multi-media business, combining local magazines, newspapers and digital assets - with 16 publications delivered to 925,000 homes across Melbourne and Geelong every week and a stable of digital assets including reviewproperty.com.au. Mr Nader joined the board in January 2010. Other current directorships None Special responsibilities Chairman of Audit & Risk Committee Chairman of Remuneration Committee Lead independent director Former directorships in past 3 years None Interest in shares and options 1,000,000 unlisted options on ordinary shares C. Maybury, Executive Director. Age 54 (commenced August 2012) Experience and expertise Mr Maybury has been the non-executive chairman of Hong Kong-based Beacon Events Limited since 2005. Prior to this, he was CEO of International Institute of Research (“IIR”), which grew into the world’s largest conference and performance-improvement group with revenues of $US900 million. He has also held senior executive roles with News International, Marks and Spencer and Tesco. Mr Maybury joined the board in August 2012. Other current directorships None Special responsibilities None Former directorships in last 3 years None Interest in shares and options 5,000,000 unlisted options on ordinary shares Alex Kent, Alternate Director to A.L Kent. Age 33 Experience and expertise Mr Alex Kent has over 10 years’ experience in technology and digital publishing through previously roles at Microsoft Corp and across the Aspermont Group. Other current directorships Magyar Mining Ltd Special responsibilities None Former directorships in past 3 years None Interest in shares and options 36,000 ordinary shares The above directors have been in office since the start of the financial year to the date of this report, unless otherwise stated. Company Secretary The company secretary is John Detwiler, BSc, CPA. Mr Detwiler was appointed Company Secretary and Chief Financial Officer in June 2010, and has extensive financial management and corporate governance experience - including four years as CFO of Nasdaq-listed Credence Systems Corporation and 10 years with international accounting firm Price Waterhouse. t r o p e R l a u n n A l 3 1 0 2 12 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities meetings of Directors The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2013, and the number of meetings attended by each director were: Full meetings of Directors Meetings of committees Audit & Risk Remuneration A.L Kent J Stark L.G Cross C O’Brien D Nizol C Nader C Maybury Alex Kent # A 7 7 7 6 7 7 6 7 A Number of meetings attended b 7 7 7 7 7 7 6 7 A ** 3 3 ** ** 3 3 ** b ** 3 3 ** ** 3 3 ** A ** 1 1 1 ** 1 1 ** b ** 1 1 1 ** 1 1 ** B Number of meetings held during the time the director held office or was a member of the committee during the year ** Not a member of the relevant committee # Mr Alex Kent is an Alternate Director for Mr A.L Kent remuneration report (Audited) The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations Act 2001. The remuneration report is set out under the following main headings: A Principles used to determine the nature and amount of remuneration B Details of remuneration C Service agreements D Share-based compensation E Additional information (A) Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery of reward. The board ensures that executive reward satisfies the following criteria for good reward governance practices: • competitiveness and reasonableness; • acceptability to shareholders; • performance linkage/ alignment of executive compensation; • transparency. In consultation with external remuneration consultants, the Group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation. Alignment to shareholders’ interests: • has economic profit as a core component of plan design; • focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant return on assets as well as focusing the executive on key non-financial drivers of value; • attracts and retains high-calibre executives. t r o p e R l a u n n A l 3 1 0 2 13 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Remuneration Report (continued) Alignment to program participants’ interests: • rewards capability and experience; • reflects competitive reward for contribution to growth in shareholder wealth; • provides a clear structure for earning rewards; • provides a recognition for contribution. The framework provides a mix of fixed and variable pay, and a blend of short and long-term incentives. As executives gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk” rewards. The Board has established a remuneration committee to provide advice on remuneration and incentive policies and practices, and specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors. Non-executive directors The company’s remuneration committee engaged the services of Godfrey Remuneration Group Pty Ltd (“Godfrey”), an independent specialist on key management personnel remuneration. Under the terms of the engagement, Godfrey reviewed the proposed remuneration packing for incoming non-executive director Mr C. Maybury. The report concluded that the remuneration package was reasonable from the Group’s viewpoint. The resolution was approved by shareholders at the 30 October 2012 Annual General Meeting. To ensure that the remuneration recommendations were made free from undue influence Godfrey was engaged and reported directly to the chair of the remuneration committee. Furthermore the final and draft reports were provided only and directly to the chair of the remuneration committee. Godfrey was paid $13,475 during 2013, no payments were made in 2012. Previously Godfrey was paid $28,875 during 2010 and $10,164 during 2011. Directors’ fees The current base remuneration was reviewed in the current year and with effect from 1 July 2012 the directors’ fees are (inclusive of committee fees): base fees Executive Chairman Non-executive Vice Chairman Non-executive directors Executive pay From 1 July 2012 200,000 100,000 45,000 The executive pay and reward framework has three components. The combination of these comprises an executive’s total remuneration. Base pay This is structured as a total employment cost package, which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards External remuneration consultants provide analysis and advice to ensure base pay is set to reflect the market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases in an executive’s contract. Benefits Executives receive benefits including health insurance, car parking allowance, and financial planning services. t r o p e R l a u n n A l 3 1 0 2 14 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Remuneration Report (continued) Superannuation Executives are paid the statutory contribution of 9%. Executives may elect to sacrifice base pay into superannuation at their discretion. Short-term incentives (STI) The STI annual payment is reviewed annually against a combination of earnings before interest, taxes, depreciation and amortisation (“EBITDA”) profit targets, strategic and operational objectives. Each executive STI is tailored to the achievement of objectives under that executive’s direct sphere of influence. The use of profit targets ensures variable reward is only available when value has been created for shareholders and when profit is consistent with the business plan. The annual bonus payments are approved by the remuneration committee. The company currently does not have a policy to limit “at risk” remuneration for executives. Long-term incentives Long-term incentives are provided to certain employees to incentivise long-term objectives and tenure via share options. Share options provide a non-cash incentive that aligns directors and employees interests with those of the shareholders and are granted to motivate and retain directors and employees over a multi-year tenure. (B) Details of remuneration Amounts of remuneration Details of the remuneration of the directors and key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) of Aspermont Limited and the Aspermont Limited Group are set out in the following tables. The key management personnel of the group are the following: • Andrew Leslie Kent – Chairman and Executive Director • Charbel Nader – Vice-chairman and Non-executive Director • John Stark – Non-executive Director • Lewis George Cross – Non-executive Director • Chris Maybury – Executive Director • Colm O’Brien – Chief Executive Officer (Group) and Executive Director • David Nizol – Chief Executive Officer (UK) and Executive Director • John Detwiler – Chief Financial Officer and Company Secretary • Trish Seeney – General Manager (Australia) • Mark Davies – Group Strategy and Consulting • Alex Kent – Alternate Director to Andrew Kent and Group Online Consultant • Ajit Patel – Chief Information Officer, Group • Daniel Kirwin - Executive Director Beacon Events The following table demonstrates the group’s performance over shareholder value during the last five years: Profit attributable to owners of the company Dividends paid Share price at 30 June Return on capital employed 2013 2012 2011 2010 2009 2,509,216 (258,393) 163,010 1,076,000 (484,000) - $0.07 23.3% - - - - $0.11 $0.08 $0.14 $0.26 (1.7%) 1.1% 4.8% (2.5%) t r o p e R l a u n n A l 3 1 0 2 15 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (B) Details of remuneration (continued) The table below illustrates the link between the Group’s financial performance and the incentive compensation amounts (including the value of share options in long-term incentives) for the key management personnel: 5,000 4,000 3,000 2,000 1,000 Reported Media EBITDA before share option expense (000’s) Short term incentive bonus amount (000’s) Long term incentive amount (000’s) 2011 2012 2013 The Group has historically focused its performance measurement on the media business earnings before interest, taxes, depreciation and amortisation and share option expense (“Media EBITDA”) as this best reflects the underlying cash generating performance of the business. The reconciliation of statutory earnings to Media EBITDA is as follows: Consolidated Profit from continuing operations before income tax expense Add back: Interest Depreciation and amortisation Share option expense Impairment or gain loss of investments Share of net profit in associates Operating expense for investment activities subtract: Re-estimation of Beacon put option liability Other income Net profit attributable non-controlling interest Media EBITDA before share option expense 2013 $000 3,061 1,529 907 243 862 489 435 (3,624) (130) (1,029) 2,743 2012 $000 836 1,013 745 1,215 766 48 - - (249) - 4,374 t r o p e R l a u n n A l 3 1 0 2 16 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (B) Details of remuneration (continued) Key management personnel of the Group and other executives of the company and the Group: Short-term employee benefits Share based payments Long-term employee benefits Post employment benefits cash salary or fees bonus non monetary benefits options Long service leave super- annuation Total 2013 name executive Directors A L Kent (Chairman) 184,968 - - 304,537 120,000 47,632 326,202 285,132 - - - - - - - 243,000 15,665 16,514 217,147 27,744 24,923 524,836 - - 22,157 348,359 19,468 547,600 1,100,838 120,000 47,632 243,000 43,409 83,062 1,637,941 Sub-total non-executive directors 172,509 other Key management personnel C O'Brien D Nizol + C Maybury * @ Sub-total executive directors non-executive Directors J Stark L G Cross C Nader J Detwiler T Seeney M Davies Alex Kent - Alternate Director to Andrew Kent # A Patel + ^ D Kirwin @ ~ Sub-total other key management personnel Total key management personnel compensation (Group) 41,284 40,808 90,417 - - - - - - - - 166,906 25,000 4,593 178,234 - 7,477 198,806 20,000 13,660 - 103,441 114,924 - - - - - 105,504 762,311 45,000 131,233 - - - - - - - - - - - - - - - - - 3,716 45,000 3,673 44,481 8,138 98,555 15,527 188,036 16,326 212,825 15,755 201,465 10,301 19,350 262,117 - - - - - 10,344 113,785 38,073 258,501 10,301 99,848 1,048,693 2,035,658 165,000 178,865 243,000 53,710 198,437 2,874,669 + UK executive remuneration, paid in British Pounds, have been converted to Australian Dollars at the average exchange rate over the twelve months ending 30 June 2013. @ Hong Hong executive remuneration, paid in USD, have been converted to Australian Dollars at the average exchange rate over the twelve months ending 30 June 2013. # Alex Kent is not paid as an alternate director. However, he provides IT consulting services to Aspermont. See note 20. * C Maybury commenced in July 2012 with the Beacon Events Limited acquisition and joined the Aspermont Limited board on 21 August 2012. ^ A Patel commenced 23 January 2013. ~ D Kirwin commenced in July 2012 with the Beacon Events Limited acquisition. t r o p e R l a u n n A l 3 1 0 2 17 DirecTors’ reporT For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (B) Details of remuneration (continued) 2012 name executive Directors A L Kent (Chairman) C O'Brien D Nizol + Sub-total executive directors non-executive Directors J Stark L G Cross C Nader Sub-total non-executive directors J Detwiler T Seeney M Davies Alex Kent - Alternate Director to Andrew Kent # Sub-total other key management personnel Total key management personnel compensation (Group) Short-term employee benefits Share based payments Long-term employee benefits Post employment benefits cash salary or fees non monetary benefits options Long service leave bonus super- annuation Total 184,474 257,640 - - 887,351 16,085 221,838 5,359 4,060 16,514 1,093,698 31,955 531,579 199,576 1,159,174 - - - 19,958 1,378,708 641,690 1,159,174 16,085 1,109,189 9,420 68,426 3,003,984 41,284 41,284 91,473 174,041 172,346 143,941 196,947 - 513,234 - - - - - - - - - - - - - - - 55,459 55,459 4,238 13,865 7,477 13,865 4,760 22,184 - - 16,474 49,913 - - - - - - - - - 3,716 45,000 3,715 44,999 8,232 155,165 15,663 245,163 15,331 205,779 12,801 178,084 17,554 241,444 - - 45,686 625,307 1,328,964 1,159,174 32,560 1,214,562 9,420 129,775 3,874,454 other Key management personnel + UK executive remuneration, paid in British Pounds, has been converted to Australian Dollars at the average exchange rate over the twelve months ending 30 June 2012. # Alex Kent is not paid as an alternate director. However, he provides IT consulting services to Aspermont. See note 20. The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: Fixed remuneration At risk – STI At risk – LTI 2013 2012 2013 2012 2013 2012 name executive Directors A L Kent (Chairman) C O'Brien D Nizol + C Maybury non-executive Directors J Stark L G Cross C Nader 100% 77% 100% 56% 100% 100% 100% other Key management personnel J Detwiler T Seeney M Davies A Patel D Kirwin 88% 100% 92% 100% 100% t r o p e R l a u n n A l 3 1 0 2 18 19% 58% 16% n/a 100% 100% 64% 93% 92% 91% n/a n/a 0% 23% 0% 0% 0% 0% 0% 12% 0% 8% 0% 0% 0% 0% 84% n/a 0% 0% 0% 0% 0% 0% n/a n/a 0% 0% 0% 44% 0% 0% 0% 0% 0% 0% 0% 0% 81% 42% 0% n/a 0% 0% 36% 7% 8% 9% n/a n/a Directors’ report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (C) Service agreements On appointment to the board, all directors enter into a service agreement with the company in the form of a letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the office of the director. Remuneration and other terms of employment for the Chief Executive Officer (Group) and other key management personnel are formalised and reviewed by the remuneration committee. Each of these agreements provides for the provision of performance-related cash bonuses, other benefits including certain expenses and allowances. Other major provisions of the agreements relating to remuneration are set out below. c. o’Brien Chief Executive Officer (Group) • Term of agreement – commencing 1 October 2011 and ending 1 October 2016. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ended 30 June 2013 of $350,000. This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on early termination by the company, other than for gross misconduct, equal to the base salary for the greater of 12 months or the remaining term of the agreement. D. Nizol Chief Executive Officer (UK) • Term of agreement – ongoing, commencing 28 May 2008. • Base compensation, inclusive of salary and pension contributions, for the year ending 30 June 2013 of GBP 228,000 (AUD $348,400). This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on termination by the company, other than for gross misconduct, equal to 6 months base salary. c. Maybury Executive Director • Term of agreement – ongoing, commencing 21 August 2012. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of USD $225,000 (AUD $230,895) from Beacon and AUD $75,000 from Aspermont. This amount to be reviewed annually by the respective boards. J. Detwiler Chief Financial Officer and Company Secretary • Term of agreement – ongoing, commencing 27 May 2010. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of $197,800. This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on termination by the company, other than for gross misconduct, equal to 6 months base salary. M. Davies Group Strategy and Consulting • Term of agreement – ongoing, commencing 19 November 2007. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of $223,600. This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on termination by the company, other than for gross misconduct, equal to 6 months base salary. t. seeney General Manager • Term of agreement – ongoing, commencing 30 August 2010. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of $175,000. This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on early termination by the company, other than for gross misconduct, equal to 6 months base salary. A. patel Group Chief Information Officer • Term of agreement – ongoing commencing 23 January 2013. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of GBP 165,000. (AUD $252,137). This amount to be reviewed annually by the remuneration committee. • Payment of a benefit on early termination by the company, other than for gross misconduct, equal to 6 months base salary. t r o p e R l a u n n A l 3 1 0 2 19 Directors’ report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (C) Service agreements (continued) D. Kirwin Executive Director Beacon Events • Term of agreement - ongoing. • Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending 30 June 2013 of USD 225,000 (AUD $230,895) from Beacon. This amount to be reviewed annually by the Beacon board. (D) Share-based compensation Options On 23 November 2012, in accordance with the resolution approved at the annual general meeting of shareholders, 5,000,000 unlisted options were issued: Name # Options Grant and Vest Date Expiry Date Exercise Price Option Value Performance Criteria # Vested # Lapsed C Maybury 5,000,000 31-Oct-12 31-Oct-16 15c $243,000 None 5,000,000 total 5,000,000 $243,000 5,000,000 - - The unlisted options were independently fair valued at $0.0486 per option on the date of grant using a Black Scholes Merton pricing model with the following variables: $0.15 • Exercise price $0.10 • Market value on date of grant 4 years • Life of the option 75% • Expected share price volatility 3.50% • Risk free interest rate • Expected dividend yield 0% • Options are granted at no consideration and are fully vested on date of grant All options are fully vested at the reporting date and were granted at an exercise price of 150% of the market value on the date of grant. This was considered sufficient performance incentive and no further performance conditions were added in order to avoid unintended taxation consequences to the recipients. No options were exercised or lapsed in Aspermont Limited in 2013 and 2012. The table in section B above provides a comparison of short and long-term incentive compensation compared to the media earnings before interest, taxes, depreciation and amortisation (“Media EBITDA”) performance. Shares No shares were issued to key management personnel of the group and other executives of the company and the Group during 2013. (E) Bonus Payments Bonuses appearing in the table for 2013 for C O’Brien, J Detwiler and M Davies were granted in November 2012 for performance in the 2012 fiscal year. These bonuses were granted by the remuneration committee for general individual contributions in fiscal 2012 rather than specific measured criteria. No bonuses have been approved for performance related to the 2013 fiscal year. this is the end of the Audited remuneration report. t r o p e R l a u n n A l 3 1 0 2 20 Directors’ report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Loans to/from directors and executives Information on loans from directors and executives, including amounts, interest rates and repayment terms are set out in note 20 to the financial statements. shares under option Unissued ordinary shares of Aspermont Limited under option at the date of this report are as follows: Date of issue Date of expiry exercise price Number of options 31-Oct-12 31-Oct-11 30-Oct-16 30-Oct-15 15c 15c 5,000,000 21,900,000 insurance of officers During the financial year, Aspermont Limited paid a premium to insure the directors and officers of the company and its Australian-based controlled entities. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. Not included are such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. indemnity of auditors The company has not, during or since the end of the financial year, given an indemnity or entered into an agreement to indemnify, or paid insurance premiums in respect of the auditors of the Group. proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company and/or the Group are important. The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor. • None of the services undermine the general principles relating to auditor independence as set out on APES 110 Code of Ethics for Professional Accountants. t r o p e R l a u n n A l 3 1 0 2 21 Directors’ report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms: Non-assurance services Tax compliance - BDO UK and HKG Tax advisory - BDO WA Other services - BDO WA total non-assurance remuneration 2013 $ 4,437 17,670 32,786 54,893 2012 $ 6,386 23,040 - 29,426 Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 27. This report of the directors incorporating the remuneration report is made in accordance with a resolution of the board of directors. C. O’Brien Director Perth 27 September 2013 t r o p e R l a u n n A l 3 1 0 2 22 corporAte GoverNANce report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities corporate Governance The primary role of the Aspermont Board (“Board”) is the protection and enhancement of long-term shareholder value. The Board is accountable to shareholders for the performance of the company. It directs and monitors the business and affairs of the company on behalf of shareholders and is responsible for the company’s overall corporate governance. The company is committed to a governance framework using the Australian Securities Exchange’s (ASX) “Principles of Good Governance and Best Practice Recommendations”. The company has complied with all the best practice recommendations of the ASX Corporate Governance Council for the year ended 30 June 2013 unless otherwise disclosed below (A is “adopted” and N/A is “not adopted”). Diversity disclosures regarding the proportion of women in the Aspermont workforce at 30 June 2013: Directors and employees total Men total Women Women % Board Senior Management Department Head Employees total 7 7 14 90 118 - 1 9 100 110 0.0% 12.5% 39.1% 52.6% 48.2% corporate Governance principles Principle 1 Lay solid foundations for management and oversight Principle Status Comment 1.1 Companies should establish the A functions reserved to the board and those delegated to senior executives and disclose those functions 1.2 Companies should disclose the process for evaluating the performance of senior executives 1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1 A A The company has developed a Board charter that determines the functions reserved for the Board and those delegated to executive management. The Board charter includes executive appointments, strategic direction, monitoring performance, risk management, approval of business plans and budgets and any other matter impacting business direction and shareholder interests. Executive responsibilities are clearly defined through job descriptions, delegated authority guidelines and monitored through performance appraisals. The company has established a remuneration committee to review and make decisions in relation to director and senior executive remuneration. t r o p e R l a u n n A l 3 1 0 2 23 corporAte GoverNANce report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Corporate Governance Principles (continued) Principle Status Comment Principle 2 Structure the Board to add value 2.1 A majority of the Board should be N/A independent directors 2.2 The chair should be an independent N/A director 2.3 The roles of chair and CEO should not A be exercised by the same individual 2.4 The board should establish a nomination committee N/A 2.5 Companies should disclose the N/A process for evaluating the performance of the board, its committees and individual directors The Board comprises seven directors, three of whom are non-executive and two of whom are classified as independent. The Board believes that this is both appropriate and acceptable given the size and structure of the business. The Chairman is not independent, however, the roles of Chairman and CEO have been separated. In addition, the Board has a lead independent director for related party matters. The Board considers that this is appropriate and acceptable given the size and structure of the business. These positions are held by separate persons. A separate committee has not been established. The Board considers that this is appropriate and acceptable given the size of the Board. The Board is reviewing appropriate ways of compliance as and when appropriate. 2.6 Companies should provide the A information indicated in the Guide to reporting on Principle 2 The skills and experience of directors are set out in the company's annual report and on its website. Principle 3 Promote ethical and responsible decision making 3.1 Companies should establish a code of A conduct and disclose the code 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them 3.3 Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress toward achieving them N/A N/A The Board has established and disclosed a policy on corporate social responsibility and an employee code of conduct that is signed by each new employee upon induction. The Board has not established a diversity policy, however, the Board will adopt a diversity policy as the company grows and requires more employees. The company code of conduct stipulates an environment of equal opportunity, free of discrimination and harassment. The Board has not established a diversity policy, however, the Board will adopt a diversity policy as the company grows and requires more employees. t r o p e R l a u n n A l 3 1 0 2 24 corporAte GoverNANce report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Corporate Governance Principles (continued) Principle Status Comment 3.4 Companies should disclose in each A Disclosed in the annual report. annual report the proportion of women employees in the whole organisation, women in senior positions and women on the board 3.5 Companies should provide the A information indicated in the Guide to report on Principle 3 Principle 4 Safeguard integrity in financial reporting 4.1 The board should establish an audit committee 4.2 The audit committee should be structured so that it: - consists only of non-executive directors - consists of a majority of independent directors - is chaired by an independent chair who is not the chair of the board - has at least three members 4.3 The audit committee should have a formal charter 4.4 Companies should provide the information indicated in the Guide to reporting on principle 4 Principle 5 Make timely and balanced disclosure 5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior executive level for that compliance 5.2 Companies should provide the information indicated in the Guide to reporting on principle 5 Principle 6 Respect the rights of shareholders 6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings 6.2 Companies should provide the information indicated in the Guide to reporting on principle 6 A A A A A A A A A A A The company has adopted a continuous disclosure policy. t r o p e R l a u n n A l 3 1 0 2 25 corporAte GoverNANce report For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Corporate Governance Principles (continued) principle status comment The Board has established an Audit and Risk Committee to monitor and review on behalf of the Board the process of risk management which the Group utilises. The Audit and Risk Committee oversees the Group's risk profile and approves risk management strategy and policies, internal compliance and non-financial internal controls. The Audit and Risk Committee will report to the Board on this system and processes and make recommendations as necessary. Principle 7 Recognise and manage risk 7.1 Companies should establish policies for the oversight and management of material business risk 7.2 The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively 7.3 The board should disclose whether it has received assurance from the CEO and CFO that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks 7.4 Companies should provide the information indicated in the Guide to reporting on principle 7 Principle 8 Remunerate fairly and responsibly 8.1 The Board should establish a remuneration committee 8.2 The remuneration committee should be structured so that it: - consists of a majority of independent directors - is chaired by an independent director - has at least three members 8.3 Companies should clearly distinguish the structure of non-executive directors remuneration from that of executive directors and senior executives 8.4 Companies should provide the information indicated in the Guide to reporting on principle 8 A A A A A A A A A A t r o p e R l a u n n A l 3 1 0 2 26 Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF ASPERMONT LIMITED As lead auditor of Aspermont Limited for the year ended 30 June 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of: • • the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. This declaration is in respect of Aspermont Limited and the entities it controlled during the period. BRAD MCVEIGH Director BDO Audit (WA) Pty Ltd Perth, 27 September 2013 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania. coNsoLiDAteD stAteMeNt of profit or Loss AND coMpreheNsive iNcoMe For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Consolidated Note 4 5 5 4 9 9 6 2013 $000 40,179 (17,792) 22,387 (1,523) (4,165) (1,534) (6,616) (1,529) (243) (6,651) (22,261) 126 (330) 3,624 130 (244) (245) 3061 477 3,538 1,029 2,509 2012 $000 32,806 (11,971) 20,835 (1,256) (5,069) (1,049) (5,847) (1,013) (1,215) (4,134) (19,583) 1,252 (617) - 249 (48) - 836 (1,094) (258) - (258) Revenue from continuing operations Cost of sales Gross profit Distribution expenses Marketing expenses Occupancy expenses Corporate and administration Finance costs Share based payments Other expenses Change in fair value of investments Re-estimation of Beacon put option Other income Share of net loss in associates Impairment of investment in associates Profit/(loss) from continuing operations before income tax expense Income tax benefit/(expense) relating to continuing operations profit/(loss) for the year from continuing operations Profit/(loss) attributable to: Net profit/(loss) attributable to non-controlling interest Net profit/(loss) attributable to equity holders of the parent entity other comprehensive income/(loss) (Items that will be reclassified to profit or loss) Foreign currency translation differences for foreign operations 1,882 (516) (Items that will not be reclassified to profit or loss) Net change in fair value of equity instruments measured at fair value through other comprehensive income Income tax benefit/(expense) relating to other comprehensive income Other comprehensive income/ (loss) for the period net of tax total comprehensive income/(loss) for the period (net of tax) Total comprehensive income for the period attributable to: Non-controlling interest Owners of Aspermont Limited Basic and diluted earnings/(loss) (cents per share) 23 (810) 57 1,129 4,667 806 3,861 1.05 (880) 314 (1,082) (1,340) - (1,340) (0.11) The accompanying notes form part of these consolidated financial statements. t r o p e R l a u n n A l 3 1 0 2 28 coNsoLiDAteD stAteMeNt of fiNANciAL positioN For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Consolidated 2013 $000 Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial assets totAL cUrreNt Assets NON-CURRENT ASSETS Trade and other receivables Financial assets Investments accounted for using the equity method Property, plant and equipment Deferred tax assets Intangible assets and goodwill totAL NoN-cUrreNt Assets totAL Assets CURRENT LIABILITIES Trade and other payables Income in advance Borrowings Income tax payable Provisions totAL cUrreNt LiABiLities NON-CURRENT LIABILITIES Borrowings Deferred tax liabilities Provisions Other liabilities totAL NoN-cUrreNt LiABiLities totAL LiABiLities Net Assets EQUITY Issued capital Reserves Accumulated losses Parent Entity Interest Non-Controlling Interest totAL eQUitY 19 7 8 7 8 9 10 6 11 12 13 14 6 15 14 6 15 16 17 3,145 7,632 175 10,952 436 108 83 356 2,183 30,216 33,382 44,334 4,844 8,769 4,333 925 132 19,003 4,312 2,931 225 7,111 14,579 33,582 10,752 49,292 (13,698) (24,193) 11,401 (649) 10,752 The accompanying notes form part of these consolidated financial statements. 2012 $000 4,298 4,994 525 9,817 32 1,019 238 363 927 25,860 28,439 38,256 4,310 5,459 1,006 519 - 11,294 8,661 2,700 251 - 11,612 22,906 15,350 49,292 (7,941) (26,001) 15,350 - 15,350 t r o p e R l a u n n A l 3 1 0 2 29 coNsoLiDAteD stAteMeNt of chANGes iN eQUitY For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 0 0 0 $ ) 8 5 2 ( 8 0 3 , 5 1 - ) 6 1 5 ( 4 1 3 ) 0 8 8 ( ) 0 4 3 , 1 ( 7 6 1 5 1 2 1 , 0 5 3 , 5 1 8 3 5 3 , 0 5 3 , 5 1 7 5 2 8 8 1 , ) 0 1 8 ( 7 6 6 , 4 3 4 2 1 0 9 1 , ) 0 9 2 2 ( , ) 4 5 9 9 ( , - 5 3 8 2 5 7 , 0 1 - - - - - - - - - - - 9 2 0 1 , - - 6 0 8 ) 3 2 2 ( - - - 5 3 8 ) 9 4 6 ( ) 0 9 2 2 ( , - - 3 4 2 ) 8 5 2 ( 8 0 3 , 5 1 - ) 6 1 5 ( 4 1 3 ) 0 8 8 ( ) 0 4 3 , 1 ( ) 6 2 9 , 1 ( ) 8 4 1 6 ( , 5 3 1 - - - 4 1 3 ) 0 8 8 ( ) 6 6 5 ( - - - - ) 6 1 5 ( - - - - ) 5 3 1 ( ) 6 1 5 ( ) 5 3 1 ( 7 6 1 5 1 2 1 , - - - - 0 5 3 , 5 1 ) 2 9 4 , 2 ( ) 4 6 6 6 ( , - 5 1 2 , 1 5 1 2 1 , 9 0 5 2 , 0 5 3 , 5 1 7 5 5 0 1 2 , ) 0 1 8 ( 1 6 8 , 3 - - 1 0 9 1 , ) 4 5 9 9 ( , - - 7 5 ) 0 1 8 ( ) 3 5 7 ( - - - - - - 1 0 7 - - - 5 0 1 , 2 5 0 1 2 , - - - - - - - - - - - - - - - - - - 3 4 2 ) 2 9 4 , 2 ( ) 4 6 6 6 ( , 5 1 2 1 , - - - - - - - - - - - - - - - - - - - - - 1 0 9 , 1 ) 4 5 9 , 9 ( ) 8 5 2 ( - - - 5 3 1 ) 3 2 1 ( - - - - - - - - - 7 6 1 ) 8 7 8 5 2 ( , 5 2 1 9 4 , ) 1 0 0 6 2 ( , 2 9 2 9 4 , ) 1 0 0 6 2 ( , 2 9 2 9 4 , 9 0 5 , 2 - - - 9 0 5 2 , - - - - - - ) 1 0 7 ( - - - - - - - - - - - - - n o N g n i l l o r t n o C l a t o T t s e r e t n I l a t o T - b u S l a i c n a n F i s t e s s A e v r e s e R y c n e r r u C n o i t a l s n a r T e v r e s e R e v r e s e R s e v r e s e R s e s s o L e r a h S d e s a B r e h t O l d e t a u m u c c A y r a n d r O i e r a h S l a t i p a C 0 0 0 $ 0 0 0 $ 0 0 0 $ 0 0 0 $ 0 0 0 $ 0 0 0 $ 0 0 0 $ 0 0 0 $ s n o i t a r e p o n g i e r o f r o f s e c n e r e f f i d n o i t a l s n a r t y c n e r r u c n g i e r o F ) s e s s o l l d e t a u m u c c a ( i / s g n n r a e i d e n a t e r o t r e f s n a r T e m o c n i e v i s n e h e r p m o c r e h t o 1 1 0 2 y l u J 1 t a e c n a l a B r a e y e h t r o f ) s s o l ( / t i f o r P d e t a d i l o s n o C t r o p e R l a u n n A l 3 1 0 2 30 e m o c n i e v i s n e h e r p m o c r e h t o f o s t n e n o p m o c o t g n i t a l e r x a t e m o c n I : s r e n w o s a y t i c a p a c r i e h t n i s r e n w o h t i w s n o i t c a s n a r t s s o l e v i s n e h e r p m o c l a t o t ) t s o c e u s s i f o t e n ( d e u s s i s e r a h S ) e u a v l r i a f ( s n o i t p o e r a h s f o e u s s I 2 1 0 2 e n u J 0 3 t a e c n a l a B 2 1 0 2 y l u J 1 t a e c n a l a B r a e y e h t r o f ) s s o l ( / t i f o r P s n o i t a r e p o n g i e r o f r o f s e c n e r e f f i d n o i t a l s n a r t y c n e r r u c n g i e r o F e m o c n i e v i s n e h e r p m o c r e h t o t n e m e v o m e v r e s e r s t e s s a l a i c n a n F i e m o c n i e v i s n e h e r p m o c r e h t o f o s t n e n o p m o c o t g n i t a l e r x a t e m o c n I : s r e n w o s a y t i c a p a c r i e h t n i s r e n w o h t i w s n o i t c a s n a r t e m o c n i e v i s n e h e r p m o c l a t o t l s r e d o h e r a h s y t i r o n m o t i i d a p s d n e d i v i D ) e u a v l r i a f ( s n o i t p o e r a h s f o e u s s I t n e m e v o m e v r e s e r s t e s s a l a i c n a n F i ) 6 1 e t o n ( t s e r e t n i g n i l l o r t n o c - n o n n o n o i t p o l l a c d n a t u P d e r r e f s n a r t s t n e m t s e v n i y t i u q e n o s s o l d e s i l a e R ) 6 2 e t o n ( t s e r e t n i g n i l l o r t n o c - n o n o t e l a s n o i n a G ) ) d ( 6 2 e t o n ( s t e s s a d e t u b i r t n o c t s e r e t n i g n i l l o r t n o c - n o N . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e s e h t f o t r a p m r o f s e t o n g n i y n a p m o c c a e h T 1 0 4 , 1 1 ) 4 4 5 , 2 ( ) 9 5 5 4 ( , 8 5 4 1 , ) 3 5 0 8 ( , ) 3 9 1 4 2 ( , 2 9 2 9 4 , 3 1 0 2 e n u J 0 3 t a e c n a l a B coNsoLiDAteD stAteMeNt of cAsh fLoWs For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Note CASh FLOwS FROM OPERATING ACTIVITIES Cash receipts from customers Cash payments to suppliers and employees Interest and other costs of finance paid Interest received Income tax paid Consolidated 2013 $000 40,752 (36,967) (565) 18 (468) 2012 $000 34,507 (28,506) (895) 46 (1,092) Net cash provided by/(used in) operating activities 19 (b) 2,770 4,060 CASh FLOwS FROM INVESTING ACTIVITIES Payment for acquisition of subsidiary, net of cash acquired 26(b) & (e) (Payments)/proceeds for loans made Payments for investments Proceeds from sale of equity investments Payments for plant and equipment Payment for intangibles Net cash provided by/(used in) investing activities CASh FLOwS FROM FINANCING ACTIVITIES Repayment of borrowings Dividends paid to minority shareholders Net cash provided by/(used in) financing activities Net increase/ (decrease) in cash held cash at the beginning of the year Effects of exchange rate changes on the balance of cash held in foreign currencies 538 (230) (694) 173 (50) (222) (485) (1,302) (2,295) (3,597) (1,312) 4,298 159 cash at the end of the year 19 (a) 3,145 (337) - (800) 204 (65) (222) (1,220) (1,285) - (1,285) 1,555 2,718 25 4,298 The accompanying notes form part of these consolidated financial statements t r o p e R l a u n n A l 3 1 0 2 31 Notes to the coNsoLiDAteD fiNANciAL stAteMeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 1. General information Aspermont Limited is a listed public company, incorporated in Australia and operating in Australia. Aspermont Limited’s registered office and its principal place of business are as follows: principal place of business and registered office principal place of business hong Kong principal place of business United Kingdom 613-619 Wellington Street Perth WA 6000 20/F Siu On Centre 188 Lockhart Road Wanchai, Hong Kong Level 4, 120 Old Broad Street London, United Kingdom EC2N 1AR Tel: +61 8 6263 9100 Tel: +852 2219 0112 Tel: +44 (0) 207 216 6060 2. significant accounting policies Statement of compliance These financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for-profit entity for the purposes of preparing the financial statements. The financial report covers the consolidated Group of Aspermont Limited and controlled entities. Separate financial statements of Aspermont Limited, as an individual entity, are no longer presented as a consequence of a change to the Corporations Act 2001. Financial information for Aspermont Limited as an individual entity is included in note 3. The financial report of Aspermont Limited and controlled entities complies with all International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Basis of preparation The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected financial assets for which the fair value basis of accounting has been applied. The Group early adopted AASB 9 Financial Instruments in fiscal 2011. This standard and its associated amending standard (AASB 2009-11), specify new recognition and measurement requirements for financial assets within the scope of AASB 139 Financial Instruments: Recognition and Measurement. The main changes from AASB 139 include: All financial assets, except for certain equity instruments will be classified into two categories: (1) amortised cost, where the investment generates solely payments of interest and principal, or (2) fair value through profit and loss. Certain non-trading equity instruments will be classified at fair value through profit and loss or fair value through other comprehensive income with dividends recognised in net income. The accounting policies set out below have been consistently applied to all years presented, unless otherwise stated. Going concern At 30 June 2013 and at the date of this report the company is negotiating a revised facility agreement with the ANZ. The company believes it is in compliance with the financial covenants of the facility, however, the bank has suggested changes to the proposed calculation. There is a lack of clarity and differences in interpretation on the calculation of the original financial covenants which pre-date the Beacon Events transaction. The company is currently in discussion with the ANZ to define the appropriate financial covenants of the facility and to revise the terms of the facility. As a result of these discussions and uncertainty over the calculation of the covenant ratios, the entire loan has been reclassified as a current borrowing at 30 June 2013 (see note 14). The directors believe it is appropriate to prepare the financial statements on a going concern basis as there are no matters existing to indicate that the company will be unable to successfully renegotiate the facility. t r o p e R l a u n n A l 3 1 0 2 32 Notes to the coNsoLiDAteD fiNANciAL stAteMeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (a) Basis of consolidation The consolidated accounts comprise the accounts of Aspermont Limited and all of its controlled entities, the “Group”. A controlled entity is any entity that Aspermont has the power to control the financial and operating policies of, so as to obtain benefits from its activities. A list of controlled entities is contained in note 18 to the financial statements. All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased. Non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report. In the parent entity the investments in the subsidiaries are carried at cost, less impairment. Changes in ownership interests The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Aspermont Limited. When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in the Statement of Profit or Loss and other Comprehensive Income. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, jointly controlled entity or financial asset. Any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a jointly controlled entity or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to the Statement of Profit or Loss and Other Comprehensive Income where appropriate. (b) Cash and cash equivalents For the purpose of the statement of cash flows, cash includes: i. cash on hand and call deposits with banks or financial institutions, net of bank overdrafts; and ii. investments in money market instruments with less than 14 days to maturity. (c) Plant and equipment Each class of plant and equipment is carried at cost less accumulated depreciation and impairment. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. An asset’s carrying amount is written down immediately to its recoverable amount if the carrying amount is greater than the estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and other Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. The depreciable amounts of all plant and equipment are depreciated on a diminishing value basis over their useful lives to the economic entity commencing from the time an asset is held ready for use. The depreciation rates used for depreciable assets are: class of fixed asset Plant and equipment Depreciation rate 13.5-40% t r o p e R l a u n n A l 3 1 0 2 33 Notes to the coNsoLiDAteD fiNANciAL stAteMeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (d) Employee benefits Provision is made for the company’s liability for employee entitlements arising from services rendered by employees to reporting date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and annual leave, which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements. Contributions are made by the group to employee superannuation funds and are charged as expenses when incurred. (e) Financial instruments Recognition The Group recognises receivables on the date that they are originated. All other financial assets are recognised initially on the trade date at which the group becomes a party to the contractual provisions of the instrument. Financial assets are classified based on the objective of the Group’s business model for managing the financial assets and the characteristics of the contractual cash flows. The Group derecognises a financial asset when the contractual cash flows from the asset expires, or it transfers the rights to receive the contractual cash flows such that substantially all the risks and rewards of ownership of the financial asset are transferred. The Group has the following financial assets: Financial assets at fair value Financial assets at fair value are non-derivative financial assets. Financial assets at fair value are measured initially at fair value, which includes transaction costs directly attributable to the acquisition of the financial asset. They are measured subsequently at fair value with movements in fair value being recognised in the profit or loss, unless: • The financial asset is an equity investment; and • The Group has made an irrevocable election to present gains and losses on the financial asset in other comprehensive income. This election has been made on an individual equity basis. Where the Group is unable to determine a fair value, the assets are held at cost. Dividends from equity investments are included in the profit or loss regardless of whether the election has been made to recognise movements in fair value in other comprehensive income. Profit or loss arising on the sale of equity investments is recognised in the profit or loss unless the election has been made to recognise fair value movements in other comprehensive income. Impairment Impairment losses on financial assets at fair value are recognised in profit or loss, unless the election has been made to recognise movements in fair value in other comprehensive income, in which case impairment losses are recognised in other comprehensive income. (f) Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the statement of financial position date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of profit and loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. t r o p e R l a u n n A l 3 1 0 2 34 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (f) Income Tax (continued) The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Aspermont Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation System. Aspermont Limited is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidated group. The Group notified the Australian Tax Office in April 2004 that it had formed an income tax consolidated group to apply from July 2002. Tax consolidation Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. As a consequence, as the head entity in the tax consolidated group, Aspermont will recognise current and deferred tax amounts relating to transactions, events and balances of the wholly owned Australian controlled entities in the Group in future financial statements as if those transactions, events and balances were its own, in addition to the current and deferred tax balances arising in relation to its own transactions, events and balances. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about any tax funding agreement are disclosed in note 6. (g) Foreign currency Functional and Presentation Currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, which is the parent entity’s functional and presentation currency. Transaction and Balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the statement of profit or loss and other comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge, in which case they are included in other comprehensive income. t r o p e R l a u n n A l 3 1 0 2 35 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) Group Companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: • Assets and liabilities are translated at year-end exchange rates at that reporting date; • Income and expenses are translated at average exchange rates for the period; and • All resulting exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position through other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. (h) Investment in associates Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the parent entity financial statements using the cost method and in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition (refer to note 9). The Group’s share of its associates’ post-acquisition profits or losses is recognised in the statement of comprehensive income and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable reduce the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. (i) Intangible Assets Goodwill Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business exceeds the fair value attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Mastheads Mastheads acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. Mastheads are tested for impairment where an indicator of impairment exists and the carrying amount is reviewed annually by the directors to ensure it is not in excess of the recoverable amount. IT development and software Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include direct payroll and payroll-related costs of employees’ time spent on the project. Amortisation is calculated on a diminishing value basis over periods generally ranging from three to five years. IT development costs include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. t r o p e R l a u n n A l 3 1 0 2 36 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (i) Intangible Assets (continued) Intangible assets acquired as part of an acquisition Intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights and the fair value can be measured reliably on initial recognition. Purchased intangible assets are initially recorded at cost and finite life intangible assets are amortised over their useful economic lives on a straight line basis. Where amortisation is calculated on a straight line basis, the following useful lives have been determined for classes of intangible assets: Trademarks: Customer and subscription contracts/relationships: 5 years 10 years (j) Subscriptions in advance Print magazine and internet news subscriptions are received in advance for the subscription period applied for. Subscriptions received during the financial year for issues expected to be published and news services to be provided after reporting date have been deferred and will be brought to account and recognised in the accounting period in which the respective magazines or news services subscribed for are published. (k) Revenue and other income Advertising and subscription revenue is brought to account and recognised in the accounting period in which the respective magazines or news sites containing the booked advertisements are published or displayed. All revenue is stated net of the amount of goods and services tax (GST). Conference revenue is brought to account and recognised in the accounting period in which the respective event occurs. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Grants from the government are recognised as other income when they are received by the Group and all attached conditions have been fulfilled. The Group’s share of profit from associated companies has been recognised in accordance with AASB 128 Investments in Associates. (l) Impairment of assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. (m) Leases Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the assets (but not the legal ownership), are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised on a straight-line basis over the lease term. t r o p e R l a u n n A l 3 1 0 2 37 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (n) Rounding of amounts The parent entity has applied the relief available to it under ASIC Class Order 98/100 and, accordingly, amounts in the financial statements have been rounded off to the nearest thousand dollars, unless otherwise stated. (o) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for intended use or sale. Other borrowing costs are expensed. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after reporting date. (p) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. (q) Share-based payment transactions The Group provides benefits to employees (including directors) whereby a component of remuneration includes the issue of share options. The cost of these transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value at grant date is determined using a Black Scholes Merton option pricing model that requires estimated variable inputs. In particular, the expected share price volatility is estimated using the historic volatility (using the expected life of the option), adjusted for any expected changes to future volatility. Information relating to share based payments is set out in note 17. The cost is recognised together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). (r) Critical accounting estimates and judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key Estimates — Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Key assumptions used for value-in-use calculations are disclosed in note 11(b). Key Estimates — Fair Value of intangible assets acquired in a business combination The Group has identified intangible values for customer contracts and relationships as well as trademarks acquired in line with the requirements of AASB3. These assets will be amortised over a useful life of five and 10 years, respectively. Key estimates — Re-estimation of put option The fair value is calculated based on the present value of the future estimated liability for the purchase of the remaining 40% interest in Beacon Events Limited (“Beacon”) from Gainwealth Group Limited. The principal US dollar estimated liability is determined based on a gross profit formula of the Beacon business in fiscal 2017. The 2017 estimated liability is discounted to the present using Aspermont’s borrowing rate of interest at the reporting date and adjusted for any foreign exchange movements between the underlying US dollar liability and the Australian dollar. t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 38 38 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (s) Business combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by- acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquisition and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in the Statement of Profit and Loss and Other Comprehensive Income as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. (t) Earnings per share (i) Basic earnings per share Basic earnings per share are calculated by dividing: • The profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares • By the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus entitlements in ordinary shares issued during the year and excluding treasury shares. (ii) Diluted earnings per share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account: • The after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and • The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (u) Trade receivables Trade receivables are recognised at fair value and are generally due for settlement within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectable are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. (v) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 39 39 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (w) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. (x) Accounting standards issued not yet effective Certain new accounting standards and interpretations have been issued. The group’s assessment of the impact of these new standards and interpretations is set out below. Reference Title Summary AASB 10 Consolidated Financial Statements Introduces certain changes to the consolidation principles, including the concept of de facto control and changes in relation to the special purpose entities. Introduces certain changes to the accounting for joint arrangements. Joint arrangements will be classified as either joint operations (where parties with joint control have rights to assets and obligations for liabilities) or joint ventures (where parties with joint control have rights to the net assets of the arrangement). Joint arrangements structured as a separate vehicle will generally be treated as joint ventures and accounted for using the equity method. Combines existing disclosures from AASB 127 Consolidated and Separate Financial Statements, AASB 128 Investments in Associates and AASB 131 Interests in Joint Ventures. Introduces new disclosure requirements for interests in associates and joint arrangements, as well as new requirements for unconsolidated structured entities. Establishes a single framework for measuring fair value of financial and non- financial items recognised at fair value on the balance sheet or disclosed in the notes to the financial statements. Employee benefits expected to be settled (as opposed to due to settled under current standard) wholly within 12 months after the end of the reporting period are short-term benefits, and therefore not discounted when calculating leave liabilities. Annual leave not expected to be used wholly within 12 months of end of reporting period will in future be discounted when calculating leave liability. Amendments to remove individual key management personnel (KMP) disclosure requirements from AASB 124 to eliminate duplicated information required under the Corporation Act 2001 AASB 11 Joint Arrangements AASB 12 Disclosure of Interests in Other Entities AASB 13 Fair Value Measurement AASB 119 Employee Benefits AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements Impact on Group financial report Effective Date Financial Years Beginning 1 January 2013 1 January 2013 The Group has determined there is no material impact on the Group’s financial statements. The Group has determined there is no material impact on the Group’s financial statements. 1 January 2013 1 July 2013 1 July 2013 The Group has determined there is no material impact on the Group’s financial statements. The Group has determined there is no material impact on the Group’s financial statements. The Group’s financial statements will exclude these disclosures in the notes to the financial statements but still disclosre these in the Directors report. t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 40 40 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Significant accounting policies (continued) (x) Accounting standards issued not yet effective (continued) Reference Title Summary • Non-urgent but necessary changes to IFRSs (IAS1, IAS 16 & IAS 32) AASB 2012-5 Annual Improvements to Australian Accounting Standards 2009-2011 Cycle (y) Segment reporting Impact on Group financial report Effective Date Financial Years Beginning 1 July 2013 The Group has determined there is no material impact on the Group’s financial statements. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer who makes strategic decisions. 3. Parent entity information The following details relate to the parent entity, Aspermont Limited, at 30 June 2013. The information presented here has been prepared using consistent accounting policies as presented in note 2. Current assets Non-current assets total assets Current liabilities Non-current liabilities total liabilities Contributed equity Accumulated losses Reserves Share based payment reserve Financial asset reserves Other reserves Currency Translation Reserve total equity Profit/(loss) for the year Other comprehensive income/(loss) for the year total comprehensive income/(loss) for the year 2013 $000 2,297 32,919 35,216 8,296 11,629 19,925 49,292 (22,208) 1,458 (3,133) (9,954) (164) 15,291 9,205 1,129 10,334 2012 $000 2,971 31,343 34,314 4,292 13,336 17,628 49,292 (31,413) - 1,215 (2,244) - (164) 16,686 (969) (1,083) (2,052) All of the companies of the Group including the parent are a party to the ANZ loan described in note 21. t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 41 41 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 4. Revenue Continuing operations: Sales revenue – subscriptions & advertising Conferencing revenue Other income: Interest Gain on sale of shares Government grants * Other income Consolidated 2013 $000 23,043 17,136 40,179 18 - 77 35 130 2012 $000 23,074 9,732 32,806 46 60 - 143 249 * Government grants –An export market development grant of $69,658 was received during 2013. There are no unfilled conditions or other contingencies attached to this or any other grants. 5. expenses Profit/ (loss) before income tax includes the following specific expenses: Consolidated (a) Expenses: Bad debts written off Consulting and accounting services Cost of sales Depreciation and amortisation of plant, equip. and intangible assets Directors’ fees Employee benefits expense Interest expense Legal costs Rental expense on operating leases Write-down of non-current investments to recoverable amount Write-down of loan receivable Change in the fair value of Beacon Put Option: Imputed interest expense Foreign exchange movements Change in estimated fair value (b) Remuneration of auditors: Auditing or reviewing the accounts - BDO WA Auditing or reviewing the accounts - BDO HKG Auditing or reviewing the accounts - BDO UK Other services - technical consultation - BDO WA Other services - technical consultation - BDO UK 2013 $000 68 675 9,210 907 648 18,212 748 727 1,325 - 532 781 842 (4,466) 92 52 2 50 7 2012 $000 34 325 11,971 745 366 14,746 1,013 88 769 149 - - - - 80 22 - 23 6 t r o p e R l a u n n A l 3 1 0 2 42 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 6. taxation Consolidated (a) Income tax expense/ (revenue) The components of tax expense/ (revenue) comprise: Current tax Deferred tax Prior year adjustments The prima facie tax on profit/ (loss) before tax is reconciled to the income tax as follows: Profit/ (loss) from operations Income tax expense calculated at 30% Tax effect of permanent differences: Increase in income tax expense due to: Non-deductible expenditure Prior year adjustments Decrease in income tax expense due to: Temporary difference not recognised Difference in overseas tax rates Non-assessable income Utilisation of deferred tax asset not previously recognised Income tax expense/ (benefit) attributable to profit from ordinary activities effective tax rate income tax payable Opening balance Charged to income Currency movements (b) Deferred tax Deferred income tax at 30 June relates to the following: liabilities Share revaluation adjustments taken in relation to business combinations Other Total assets Provisions Future benefit of carried forward losses Revaluation adjustments taken directly to equity Fair value gain adjustments Other 2013 $000 (458) 9 (28) (477) 3,061 918 (130) 191 (80) (369) (999) (8) (477) (16%) 519 380 26 925 2,921 10 2,931 443 1,196 255 289 - 2,183 2012 $000 1,134 (321) 281 1,094 836 251 746 281 - (197) 13 - 1,094 130% 633 (115) 1 519 2,700 - 2,700 305 319 197 88 18 927 t r o p e R l a u n n A l 3 1 0 2 43 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities Consolidated 2013 $000 2012 $000 6. taxation (continued) (c) Reconciliations the movement in deferred tax liability for each temporary difference during the year is as follows: Share revaluation adjustments taken directly to equity At 1 July Net revaluations during the current period At 30 June Fair value gain adjustments At 1 July Net revaluations during the current period At 30 June Other At 1 July Net foreign exchange reserve adjustment during the current period At 30 June Total deferred tax liabilities the movement in deferred tax assets for each temporary difference during the year is as follows: Provisions At 1 July Net changes during the current period At 30 June Recognition of carried forward losses At 1 July Net changes during the current period At 30 June Other At 1 July Net revaluations during the current period At 30 June Share revaluation adjustments taken directly to equity At 1 July Net revaluations during the current period At 30 June Fair value gain adjustments At 1 July Net revaluations during the current period At 30 June - - - - - - 2,700 231 2,931 2,931 305 138 443 319 877 1,196 18 (18) - 197 58 255 88 201 289 (816) 816 - 1,029 (1,029) - 2,655 45 2,700 2,700 171 134 305 529 (210) 319 18 - 18 - 197 197 - 88 88 927 t r o p e R l a u n n A l 3 1 0 2 44 Total deferred tax assets 2,183 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 6. taxation (continued) (d) Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in the statement of comprehensive income but directly debited or credited to equity: Consolidated 2013 $000 2012 $000 Net deferred tax - credited directly to equity 57 314 (e) Tax expense/ (income) relating to items of other comprehensive income Financial assets reserve 57 314 Tax consolidation Aspermont and its wholly-owned Australian subsidiaries are a tax consolidated group. The accounting policy in relation to this legislation is set out in note 2 (f). On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement that limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity, Aspermont Limited. t r o p e R l a u n n A l 3 1 0 2 45 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 7. Receivables current Trade receivables Allowance for impairment Other receivables Prepayments Non-current Trade receivables Loan - Nomad Limited Partnership Consolidated 2013 $000 6,129 (103) 1,037 569 7,632 61 375 436 2012 $000 4,051 (127) 82 988 4,994 32 - 32 Information about the Group’s exposure to interest rate risk and credit risk is provided in note 21. (a) Impaired trade receivables As at 30 June 2013 current trade receivables of the Group with a nominal value of $103,072 (2012 – $127,409) were impaired. The amount of the allowance was $103,072 (2012 – $127,409). The individually impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations. The ageing of these receivables are as follows: 1 to 3 months Over 3 months Consolidated 2013 $000 12 91 103 Movements in the allowance for the impairment of receivables are as follows: At 1 July Allowance for impairment Foreign exchange movement Receivables written off Consolidated 2013 $000 127 89 (1) (112) 103 2012 $000 8 119 127 2012 $000 121 34 2 (30) 127 The creation and release of the allowance for impaired receivables has been included in “other expenses” in the statement of comprehensive income. Amounts charged to the provision are generally written off when there is no expectation of recovering additional cash. (b) Past due but not impaired t r o p e R l a u n n A l 3 1 0 2 46 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 7. Receivables (continued) As at 30 June 2013, trade receivables of $4,792,000 (2012: $1,904,000) were past due but not impaired. The ageing analysis of these trade debtors is as follows: Consolidated 1 to 3 months Over 3 months 2013 $000 3,514 1,278 4,792 2012 $000 1,617 287 1,904 The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is provided in note 21. Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of receivable mentioned above. 8. other financial assets Consolidated current Financial assets at fair value through profit or loss (i) Non – current Non – current Financial assets at fair value through other comprehensive income (i) Financial assets at fair value through other comprehensive income (ii) Financial assets at cost through other comprehensive income (iii) 2013 $000 175 175 38 70 - 108 2012 $000 525 525 478 188 353 1,019 (i) Fair value measurements were obtained using quoted prices (unadjusted) in active markets for identical assets. (Level 1) (ii) Fair value measurements were obtained using inputs other than quoted prices that are observable for the asset either directly (as prices) or indirectly (derived from prices). (Level 2) (iii) Measurements are not based on observable market data (unobservable inputs). (Level 3) Gains or losses on unlisted investments, wherein an irrevocable election has been made to recognise fair value changes in other comprehensive income, are recognised as a separate component of equity. Other gains or losses have been included in the profit or loss. Information about the Group’s exposure to price risk is provided in note 21. t r o p e R l a u n n A l 3 1 0 2 47 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 8. other financial assets (continued) Equity instruments measured at fair value through other comprehensive income The Group has classified most of its investments as fair value through other comprehensive income because they are investments that the Group intends to hold for the longer term. New Guinea Energy Limited is the only significant investment where the fair value is classified through profit or loss. Equity investments held at year-end: Consolidated fair Value – level 1 New Guinea Energy Limited Water Resources Group Ltd Powerhouse Energy PLC Excalibur Mining Ltd Other fair Value – level 2 Private Media Group Pty Ltd Advent Energy Ltd cost - level 3 Magyar Mining Ltd Other 2013 $000 167 18 20 8 - 213 68 2 70 - - - 2012 $000 460 477 - 50 15 1,002 168 20 188 323 31 354 t r o p e R l a u n n A l 3 1 0 2 48 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 9. investments accounted for using the equity method (a) Movements in carrying amounts Consolidated Carrying amount at the beginning of the financial year Acquisition of associates during the year Associates becoming a subsidiary during the year Impairment of investment Share of losses after income tax Carrying amount at the end of the financial year 2013 $000 238 334 - (245) (244) 83 2012 $000 329 1,146 (1,189) - (48) 238 (b) Summarised financial information of associates The Group’s share of the results of its principal associates and its aggregated assets (including goodwill) and liabilities are as follows: 2013 ownership interest assets $000 liabilities Revenues Profit/(loss) $000 $000 $000 Mascus Australia Pty Ltd ** Kondinin Rural Joint Venture 40% 50% - - - - (244) 102 (245) (244) - (244) 102 (489) 2012 ownership interest assets $000 liabilities Revenues Profit/(loss) $000 $000 $000 WME Media Pty Ltd * Mascus Australia Pty Ltd 30% 40% - 266 266 - 28 28 232 26 258 21 (69) (48) All of the above associates are incorporated in Australia. * The Company purchased the remaining 70% of WME Media Pty Ltd in January 2012. ** 100% of the investment in Mascus Australia Pty Ltd was written down in December 2012. t r o p e R l a u n n A l 3 1 0 2 49 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 10. Plant and equipment Consolidated Plant and equipment – at cost Accumulated depreciation Equipment under finance lease – at cost Accumulated depreciation total plant and equipment 2013 $000 2,082 (1,732) 350 105 (99) 6 356 2012 $000 1,765 (1,462) 303 237 (177) 60 363 t r o p e R l a u n n A l 3 1 0 2 50 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 10. Plant and equipment (continued) (a) Movements in carrying amounts Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. Consolidated Gross carrying amount Balance at 1 July 2011 Additions Acquisition of subsidiary Balance at 30 June 2012 Additions Currency movements Disposals Balance at 30 June 2013 accumulated depreciation Balance at 1 July 2011 Depreciation expense Acquisition of subsidiary Balance at 30 June 2012 Depreciation expense Currency movements Disposals Balance at 30 June 2013 Net book value As at 30 June 2012 As at 30 June 2013 Plant and equipment $000 Leased plant and equipment $000 1,616 65 84 1,765 371 16 (70) 2,082 (1,301) (112) (49) (1,462) (301) (16) 47 (1,732) 303 350 237 - - 237 - - (132) 105 (161) (16) - (177) (5) - 83 (99) 60 6 Total $000 1,853 65 84 2,002 371 16 (202) 2,187 (1,462) (128) (49) (1,639) (306) (16) 130 (1,831) 363 356 (b) Leased plant and equipment The parent entity leases assets under a number of finance lease agreements. At 30 June 2013, the net carrying amount of leased plant and equipment was $6,480 (2012: $59,570). The leased equipment secures lease obligations. t r o p e R l a u n n A l 3 1 0 2 51 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 11. intangible assets Goodwill Software Purchased mastheads Other acquired intangible assets Foreign exchange reserve movement Consolidated 2013 $000 21,779 967 12,284 1,566 (6,380) 2012 $000 16,262 1,063 12,284 4,670 (8,419) 30,216 25,860 (a) Impairment tests for intangible assets Intangible assets are allocated to the Group’s cash generating units (CGUs) identified according to business segment and country of operation. The recoverable amount of each CGU is based on value-in-use calculations. 2013 Australia - Asia $000 2013 Total Europe $000 $000 2012 Australia - Asia $000 2012 Total Europe $000 $000 5,661 - 5,661 144 - 144 13,057 3,061 16,118 13,057 3,061 16,118 (3,373) 15,345 2,268 (1,327) 941 (659) (4,032) (3,835) (841) (4,676) 2,402 17,747 9,366 2,220 11,586 435 (409) 26 2,703 (1,736) 967 2,515 (1,458) 1,057 371 2,886 (365) (1,823) 6 1,063 2,324 9,960 12,284 2,324 9,960 12,284 - (2,348) (2,348) - (2,926) (2,926) 2,324 7,612 9,936 2,324 7,034 9,358 2,388 2,781 5,169 2,287 2,781 5,068 (822) - (822) (398) - - 1,566 (2,781) (2,781) - - - 1,566 1,889 - - - - (817) 1,964 (398) - (817) 3,853 20,176 10,040 30,216 14,636 11,224 25,860 Goodwill Conferencing * Publishing (print & online) Foreign exchange reserve software Cost Accumulated amortisation Purchased mastheads Mastheads (print & online) Foreign exchange reserve other intangible assets Acquired intangible assets Accumulated amortisation Segment transfer * Foreign exchange reserve total intangible assets * The net movement in conferencing goodwill of $5,517,000 is the result of the transfer of the events business to Beacon Events Limited (“Beacon”) in exchange for 60% of the equity interest in Beacon of $2,736,000 (refer to note 26). This business combination also resulted in the transfer of $2,781,000 of other intangible assets to goodwill between the European and Australia-Asia segments. t r o p e R l a u n n A l 3 1 0 2 52 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 11. intangible assets (continued) (b) Key assumptions used for value-in-use calculations 2013 2012 Growth rate* Discount rate Growth rate* Discount rate Conferencing Publishing (print & online) - UK Publishing (print & online) - Australia 2% 2% 2% 12% 9% 12% 5% 5% 5% 12% 12% 11% * In 2012 the net average growth rate of 5% was used for EBITDA. ** In 2013 the net average growth rate of 2% was used for EBITDA. The discount rates used reflect specific risks relating to the relevant segments and the countries they operate in. These assumptions have been used for the analysis of each CGU within the business segment. Management determined budgeted gross margin based on past performance and its expectations for the future. If any of these assumptions were to change this could affect the carrying amounts of the goodwill and intangible assets. (c) Impact of possible changes in key assumptions Sensitivity analysis indicated that an increase in the discount rate applied of up to 500 basis points, or a zero growth rate for EBITDA would not have any impact on the impairment of the intangible assets. (d) Amortisation charge The amortisation charge for the business combinations of Kondinin and Waste Management and Environment Media Pty Ltd (WME) was $422,985 during 2013. (2012: $311,770). t r o p e R l a u n n A l 3 1 0 2 53 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 12. trade and other payables Current Unsecured liabilities Trade payables Sundry creditors and accrued expenses Annual leave payable Dividends payable to related parties (see note 19) Consolidated 2013 $000 1,666 2,753 425 - 2012 $000 1,066 2,742 502 233 4,844 4,310 Information about the Groups’ exposure to risk is provided in note 21. Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. 13. income in advance Opening balance Net movement during the year Consolidated 2013 $000 5,459 3,310 2012 $000 5,126 333 8,769 5,459 Income in advance relates to subscription, advertising and event revenue received prior to services rendered. t r o p e R l a u n n A l 3 1 0 2 54 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 14. Borrowings Current Finance lease liability Secured loans from external parties Payable for acquisition of WME Consolidated 2013 $000 142 3,771 420 2012 $000 106 900 - 4,333 1,006 Non-Current Unsecured liabilities Loans from related parties (see note 20) 4,305 Payable for acquisition of WME secured liabilities Finance lease liability Secured loans from external parties - 7 - 4,479 420 37 3,725 4,312 8,661 (a) The carrying amount of the Group’s current and non-current borrowings approximates the fair value. (b) The external party loan is with the Australian and New Zealand Banking Corporation (ANZ) and is secured by registered company charges and fixed and floating charges over the assets of the consolidated entity. The terms of the current facility expire on 30 June 2015 with the principal to be fully repaid by this time. At 30 June 2013 and at the date of this report the Company is negotiating a revised facility agreement with the ANZ. The Company believes it is in compliance with the financial covenants of the facility, however, the bank has suggested changes to the proposed calculation. There is a lack of clarity and differences in interpretation on the calculation of the original financial covenants which pre-date the Beacon Events transaction. The Company is currently in discussion with the ANZ to define the appropriate financial covenants of the facility and to revise the terms of the facility. As a result of these discussions and uncertainty over the calculation of the covenant ratios, the entire loan has been reclassified as a current borrowing at 30 June 2013. There are no matters existing to indicate that the Company will be unable to successfully renegotiate the facility. (c) Finance lease liabilities are secured by the asset leased. (d) Loans from related parties are unsecured at interest rates of 9.5%. Repayment of these loans is subject to limitations and subordinated to the ANZ facility debt. The loan was extended at 30 June 2013 to 30 September 2014 on the same conditions. (e) Information about the Groups’ exposure to interest rate risk is provided in note 21. t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 55 55 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 15. Provisions current Long service leave entitlements Non - current Long service leave entitlements Consolidated 2013 $000 132 225 2012 $000 - 251 16. other liabilities As described in note 26, a put and call option was entered into with the non-controlling shareholder of Beacon Events Limited covering their 40% interest. Our estimate of that discounted future amount adjusted for foreign currency is $7.1 million, which is recorded as a liability of the Group and a provision for purchase of the non-controlling interest in the equity section. The liability is discounted using the Aspermont bank loan rate of 7.62% and, for the duration of the option, the interest will be amortised until the option is extinguished. For the year ended 30 June 2013 we have recorded interest of $781,299. The liability for the purchase of the minority interest in Beacon is calculated based on a US dollar gross profit formula for the estimated fiscal 2017 gross margin of the Beacon business. This amount is then discounted to the current balance sheet date using the Aspermont borrowing rate and adjusted for any foreign exchange movements between the underlying US dollar liability and the Australian dollar. Opening balance Beacons initial put and call fair value liability Imputed interest expense Foreign exchange movements Change in estimated fair value 17. issued capital 238,710,493 fully paid ordinary shares (2012: 238,710,493) (a) Ordinary shares Consolidated 2013 $000 - 9,954 781 842 (4,466) 7,111 2012 $000 - - - - - - Consolidated 2013 $000 2012 $000 49,292 49,125 At the beginning of the reporting period 49,292 49,125 Shares issued during the year: 2,000,000 fully paid ordinary shares issued as part of remuneration - 167 At reporting date 49,292 49,292 t r o p e R l a u n n A l 3 1 0 2 56 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 17. issued capital (continued) Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. (b) Options The establishment of the Executive Option Plan was approved by the directors in April 2000. The Executive Option Plan is designed to retain and attract skilled and experienced board members and executives and provide them with the motivation to make the company successful. Participation in the plan is at the Board’s discretion. The exercise price of options issued will be not less than the greater of the minimum value set by the ASX Listing Rules and the weighted average closing sale price of the company’s shares on the ASX over the five days immediately preceding the day of the grant, plus a premium determined by the directors. When shares are issued pursuant to the exercise of options, the shares will rank equally with all other ordinary shares of the company. The table below is a summary of options granted under the plan: Grant Date Expiry Date Balance at start of the year Number Granted during the year Number Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Exercise Price Vested and exercisable at end of the year Number consolidated and parent entity - 2013 31-Oct-12 31-Oct-16 15c - - 5,000,000 5,000,000 - - - - 5,000,000 5,000,000 5,000,000 5,000,000 The above unlisted options were independently fair valued at $0.0486 per option on the date of grant using a Black Scholes Merton pricing model with the following variables: $0.15 • Exercise price $0.10 • Market value on date of grant 4 years • Life of the option 75% • Expected share price volatility 3.5% • Risk free interest rate • Expected dividend yield 0% • Options are granted at no consideration and are fully vested on date of grant Grant Date Expiry Date Balance at start of the year Number Granted during the year Number Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Exercise Price Vested and exercisable at end of the year Number consolidated and parent entity - 2012 31-Oct-11 30-Oct-15 15c - - 21,900,000 21,900,000 - - - - 21,900,000 21,900,000 21,900,000 21,900,000 The above 21,900,000 options issued were independently fair valued at $0.0555 per option on the date of grant using a Black Scholes Merton pricing model with the following variables: $0.15 • Exercise price $0.10 • Market value on date of grant 4 years • Life of the option 85% • Expected share price volatility 3.92% • Risk free interest rate • Expected dividend yield 0% • Options are granted at no consideration and are fully vested on grant date t r o p e R l a u n n A l 3 1 0 2 57 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 17. issued capital (continued) (c) Reserves The nature and purpose of the reserves are as follows: Share based reserve The share-based payments reserve is used to recognise the grant date fair value of options issued to employees but not yet exercised. Currency translation reserve Exchange differences arising on translation of the foreign controlled entity are taken to the currency translation reserve, as described in note 2. The reserve is recognised in profit or loss when the net investment is disposed of. Financial assets reserve The financial assets reserve recognises the gains and losses in fair value for those financial assets not held for trading and wherein an irrevocable election has been made to recognise fair value changes in other comprehensive income. Other reserve The put and call option reserve represents a provision for the purchase on the non-controlling interest in Beacon Events Limited, as described in note 26. (d) Capital risk management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt (borrowings and trade and other payables less cash and cash equivalents) divided by total capital (equity). The gearing ratios at 30 June 2013 and 2012 were as follows: Total borrowings Less: cash and cash equivalents Net debt Total equity total capital Gearing ratio Consolidated 2013 $000 13,489 (3,145) 10,344 10,752 21,096 2012 $000 13,977 (4,298) 9,679 15,350 25,029 49% 39% t r o p e R l a u n n A l 3 1 0 2 58 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 18. Particulars in relation to controlled entities Place of Incorp. Class of share Economic Entity Interest 2013 % 2012 % Name of entity Parent entity: Aspermont Limited controlled entities: Resourceful Events Pty Ltd Corporate Intelligence & Communications Pty Ltd Aspermont UK Limited The Mining Journal Limited * Mining Journal Books Limited * Kondinin Information Services Pty Ltd Waste Management and Environment Media Pty Ltd Aspermont Media Limited Nomad Resources Limited Aspermont (Hong Kong) Ltd Beacon Events Limited Aspermont Brazil Ltd NSW NSW WA UK UK UK WA NSW UK Cayman HKG BVI Brazil Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord 100 100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 100 100 100 n/a n/a n/a * The investments in these non-trading subsidiary companies have been provided for in full and are written down to nil. t r o p e R l a u n n A l 3 1 0 2 59 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 19. cash flow information (a) Reconciliation of cash and cash equivalents Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items in the Statement of Financial Position as follows: Cash at bank and on deposit Consolidated 2013 $000 3,145 3,145 2012 $000 4,298 4,298 (b) Reconciliation of operating profit/ (loss) after tax to net cash 3,538 (258) provided by operating activities Profit/ (loss) after income tax Non-cash flows in profit/ (loss) Depreciation Write-downs to recoverable amount Share of associates Net liabilities acquired excluding cash Unrealised (gain)/ loss on investments - net of tax Compensation expense for shares and share option expense 907 532 (489) - 330 243 Non-cash movement on put option liability (2,843) Related party settlement included in finance activities Gains on cash sales Exchange rate movements change in assets and liabilities: (Increase) decrease in receivables Increase (Decrease) in creditors & accruals Increase (decrease) in unearned revenue Increase (decrease) in provisions Increase (decrease) in income taxes payable (Decrease) Increase in deferred taxes payable - (71) (20) (2,667) 513 3,310 106 406 (1,025) 745 149 48 (6) 940 1,381 - 1,436 (56) (19) 168 (269) 333 (41) (114) (377) Net cash provided/ (used in) operating activities 2,770 4,060 Non-cash financing for 2012 included $80,468 (2013: nil) related to a finance lease. t r o p e R l a u n n A l 3 1 0 2 60 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 20. Key management personnel and related parties disclosures (a) The following were key management personnel of the consolidated entity during the reporting period and unless otherwise indicated were employed by the parent entity: directors A.L Kent C. Nader J. Stark L.G Cross Chairman and Executive Director Vice Chairman and Non-Executive Director Non-Executive Director Non-Executive Director C Maybury Executive Director C. O’Brien D. Nizol A Kent executives Chief Executive Officer (Group) and Executive Director Chief Executive Officer (UK) and Executive Director Alternate Director to Mr A.L Kent and Group On-Line Consultant J. Detwiler Chief Financial Officer and Company Secretary T Seeney M. Davies A. Patel D. Kirwin General Manager (Australia) Group Strategy and Consulting Chief Information Officer, Group Executive Director Beacon Events (b) Key management personnel compensation Short-term employee benefits Post-employment benefits Long-term employee benefits Share based payments Consolidated 2013 $000 2,380 198 54 243 2,875 2012 $000 2,520 130 9 1,215 3,874 Detailed remuneration disclosures are provided in the audited remuneration report on pages 13 to 20 of the Directors’ Report. t r o p e R l a u n n A l 3 1 0 2 61 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 20. Key management personnel and related parties disclosures (continued) (c) Options and rights holdings held by directors and executives The numbers of options over ordinary shares in the company held during the financial year by each director and other key management personnel, including their personally related parties, are set out below. All outstanding options were fully vested on the date of grant. 2013 directors Balance 1 July 2012 Received as Remuneration Exercised Expired Balance 30 June 2013 A.L. Kent and beneficial interests 16,000,000 C. O’Brien and beneficial interests C. Nader and beneficial interests 4,000,000 1,000,000 - - - C. Maybury and beneficial interests - 5,000,000 executives M. Davies and beneficial interests J. Detwiler and beneficial interests T. Seeney and beneficial interests 400,000 250,000 250,000 - - - - - - - - - - - - - - - - - 16,000,000 4,000,000 1,000,000 5,000,000 400,000 250,000 250,000 2012 directors A.L. Kent and beneficial interests C. O’Brien and beneficial interests C. Nader and beneficial interests executives M. Davies and beneficial interests J. Detwiler and beneficial interests T. Seeney and beneficial interests Balance 1 July 2011 Received as Remuneration Exercised Expired Balance 30 June 2012 - - - - - - 16,000,000 4,000,000 1,000,000 400,000 250,000 250,000 - - - - - - - - - - - - 16,000,000 4,000,000 1,000,000 400,000 250,000 250,000 (d) Number of shares held by directors and executives The number of shares in the Company held during the financial year by each director and other key management personnel, including their personally related parties, are set out below. There were no shares issued during the year for the exercise of options. Balance 1 July 2012 Net Change Balance 30 June 2013 2013 directors A.L Kent and beneficial interests J. Stark and beneficial interests L.G Cross and beneficial interests C. O’Brien and beneficial interests D. Nizol and beneficial interests A Kent executives 116,925,000 29,531,000 1,700,000 3,575,417 1,700,603 36,000 M. Davies and beneficial interests 22,605 T. Seeney J. Detwiler D. Kirwin - - - - - - - - - - - - - 116,925,000 29,531,000 1,700,000 3,575,417 1,700,603 36,000 22,605 - - - t r o p e R l a u n n A l 3 1 0 2 62 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 20. Key management personnel and related parties disclosures (continued) 2012 directors A.L Kent and beneficial interests J. Stark and beneficial interests L.G Cross and beneficial interests C. O’Brien and beneficial interests D. Nizol and beneficial interests A Kent executives M. Davies and beneficial interests T. Seeney J. Detwiler Balance 1 July 2011 Net Change Balance 30 June 2012 116,925,000 24,695,000 1,700,000 1,575,417 1,700,603 36,000 22,605 - - - 4,836,000 - 2,000,000 - - - - - 116,925,000 29,531,000 1,700,000 3,575,417 1,700,603 36,000 22,605 - - (e) Transactions with key management personnel In accordance with the resolutions approved at the extraordinary general meeting of shareholders on 31 October 2011, 2,000,000 ordinary shares were issued to Mr O’Brien at a subscription price of $0.083 per share. Transactions between key management personnel are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. (f) Liabilities and loans from director related entities Liabilities to Mr A.L Kent and Mr J Stark and entities related to them are set out below. The loans are unsecured and the loan term has been extended to 30 September 2014 on the same conditions at 30 June 2013. Repayment of these related party liabilities is subordinated to the secured loans from the ANZ bank. Interest rates on the loans are 9.5% (2012: 9.5%). a.l Kent Beginning of year Loan repayments Interest charged Related party settlement End of year J stark Beginning of year Loan repayments Interest charged Related party settlement End of year total end of year Consolidated 2013 $000 (1,843) 261 (193) - 2012 $000 (1,368) 111 (111) (475) (1,775) (1,843) Consolidated 2013 $000 (2,636) 351 (245) - (2,530) (4,305) 2012 $000 (1,900) 205 (205) (736) (2,636) (4,479) t r o p e R l a u n n A l 3 1 0 2 63 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 20. Key management personnel and related parties disclosures (continued) (g) Other transactions with director related entities The consolidated entity leases its principal office facility from Ileveter Pty Ltd, a company associated with a director, Mr A.L Kent. The rent paid was at market rates at the time of lease inception Rental expense for principal offices 2013 $000 506 2012 $000 462 The office lease agreement with Ileveter Pty Ltd was re-signed for a term of five years expiring 30 September 2017 Magyar Mining Ltd (“Magyar”), Lahoca Resources Pte Ltd (“Lahoca”) and Mekong Mining Limited (“Mekong”) are companies associated with Mr A. L. Kent. The consolidated entity has made investments in Magyar, LaHoca and Mekong and those investments have been passed to Nomad Limited Partnership in exchange for an unsecured loan. The consolidated entity has pre-paid certain start-up and exploration expenses of $906,719 on behalf of Lahoca and Mekong in 2012 and 2013. These assets have now been converted into an unsecured loan with Nomad Limited Partnership. The loan was partially impaired at June 2013 and is held with a balance of $374,627 at 30 June 2013. The consolidated entity has paid an entity that employs Mr Alex Kent to perform IT services for the Group, the total amount expensed was $210,800 (2012: $143,292). See note 26 for discussion of the acquisition of 60% of Beacon Events Limited and the related put option to purchase the remaining 40%. The minority shareholder in Beacon Events Limited is Gainwealth Group Limited (“Gainwealth”). Mr Maybury and Mr Kirwin are Directors of Gainwealth and have declared no controlling or beneficial interest in Gainwealth. (h) Related party settlement In June 2012 the shareholders approved the implementation of a global settlement with Mr A.L Kent, Mr Stark and their related entities relating to investments made by Aspermont in debt and equity instruments of Mining Communications Limited (“MCL”). Aspermont made investments in MCL over a period of time beginning in January 2006 that led to the complete acquisition of MCL in March 2008. Some of these investments were made with the financial support of Mr A.L Kent and Mr Stark. The amounts of the settlement recorded in fiscal 2012: 2012 $000 1,111 100 225 1,436 Settlement amount Settlement loan fee Interest on the above t r o p e R l a u n n A l 3 1 0 2 64 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 21. financial risk management In the normal course of its operations, the consolidated entity is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. The consolidated entity’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the business. The consolidated entity does not use derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk. Risk management is carried out by the management team within the parameters thought prudent by the Audit & Risk Committee of the Board. (a) Market risk (i) Foreign exchange risk The consolidated entity operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Hong Kong dollar and United Kingdom pound, and to a lesser extent the US dollar and the Euro. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a currency that is not the consolidated entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The consolidated entity has approximately 43% of its revenues and business activities in Hong Kong dollar and 17% in the United Kingdom pound functional currency entities. The remainder is in Australian dollar functional currencies. The United Kingdom, Hong Kong and Australian operations have small amounts of US Dollar, Euro and Brazilian Real revenue and expense transactions in their operations. The United Kingdom pound and Hong Kong dollar results are then translated into the Australian dollar for consolidated reporting in Australian dollars. Management has instituted a policy requiring group companies to manage their foreign exchange risk against their functional currency. The Group companies are required to bring significant foreign currency transactions to the attention of the central finance function for evaluation, if they occur. As outlined in note 26, the Group contributed its worldwide events business to Beacon Events Limited (“Beacon”) in exchange for 60% of the equity interest in Beacon in July 2012. The agreement includes an option for the non-controlling shareholders of Beacon to sell their 40% interest in Beacon to Aspermont in 2017 based on a formula of gross profit. This liability is in US dollars and therefore the Australian dollar value of the liability rises and falls with the underlying value of the US dollar. A 10% strengthening/weakening of the Australian dollar against the following currencies at 30 June 2013 and 2012 would have increased/decreased profit and loss by the amounts shown in the table below. The analysis assumes that all other variables, in particular interest rates remain constant. GBP HKD USD Profit or Loss 2013 $000 105 257 711 2012 $000 330 n/a n/a The consolidated entity has revenues and resulting trade and other receivables in non-functional currencies as follows: financial assets Trade and other receivables USD 2013 $000 474 474 EUR 2013 $000 98 98 USD 2012 $000 327 327 EUR 2012 $000 132 132 t r o p e R l a u n n A l 3 1 0 2 65 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 21. financial risk management (continued) Based on the financial instruments held by the consolidated entity as at the reporting date, the sensitivity of the consolidated entity’s profit/(loss) after tax for the year and equity at the reporting date to movements in the Australian dollar to US dollar and Australian dollar to Euro exchange rates was: • Had the Australian dollar weakened/strengthened by 5% against the US dollar with all other variables remaining constant, the consolidated entity’s profit after tax would have been $159,000 lower/higher (2012: $183,000 lower/higher). • Had the Australian dollar weakened/strengthened by 5% against the Euro with all other variables remaining constant, the consolidated entity’s profit after tax would have been $32,000 lower/higher (2012: $77,000 lower/higher). (ii) Equity price risk The consolidated entity is exposed to equity securities price risk arising from investments classified on the statement of financial position as financial assets measured at fair value. Investments in equity securities are approved by the Board on a case-by-case basis. The table below illustrates the potential financial impact of changes in equity securities price for the parent entity’s major holdings. Changes in market valuation from reporting date to reporting date are reflected in other income or in other comprehensive income in the Statement of Profit or Loss and Other Comprehensive Income for the year. Major Listed Equities Value at 30 June 2013 Value at 12 month low Value at 12 month high Value at 30 June 2012 Value at 12 month low Value at 12 month high 2013 $000 2013 $000 2013 $000 2012 $000 2012 $000 New Guinea Energy Ltd (ASX: NGE) Water Resources Group Ltd (ASX: WRG) Powerhouse Energy Group Plc (AIM: PHE.L) 167 18 20 98 16 26 460 105 136 460 477 Nil 391 334 Nil 2012 $000 1,369 1,223 663 205 140 701 937 725 3,255 (iii) Cash flow and interest rate risk The consolidated entity’s main interest rate risk arises from short and long-term borrowings. Borrowings at variable rates expose the consolidated entity to cash flow interest rate risk and borrowings at fixed interest rates expose the consolidated entity to fair value interest rate risk. The consolidated entity’s secured bank borrowings as well as finance lease liabilities and related party loans are all currently at fixed interest rates. The following table summarises the variables underlying the sensitivity of the consolidated entity’s financial assets and liabilities to interest rate risk: Consolidated entity financial assets Weighted average interest rate 2013 % Balance 2013 $000 Weighted average interest rate 2012 % Balance 2012 $000 Cash and cash equivalents 0.48% 3,145 4.23% 4,298 financial liabilities Bank loan Related party borrowings Finance lease liabilities Put and call option 8.23% 9.50% 8.28% 7.62% 3,771 4,305 149 7,111 7.68% 9.50% 8.17% n/a 4,625 4,779 143 - t t r r o o p p e e R R l l a a u u n n n n A A l l 3 3 1 1 0 0 2 2 66 66 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 21. financial risk management (continued) The consolidated entity has and intends to continue to reduce its borrowings, so cash balances are not accumulated and there is little sensitivity to cash deposit rates. As the current interest rates are fixed, increases/decreases to interest rates have no immediate impact on the consolidated entity’s profit after tax. (b) Credit risk Credit risk is the risk that a counterparty will not complete its obligations under a financial instrument resulting in a financial loss for the consolidated entity. Credit risk is managed co-operatively by the finance function and operations for customers, including receivables and committed transactions and at the consolidated entity level for credit risk arising from cash and cash equivalents, deposits with banks and financial institutions. The consolidated entity does not generally obtain collateral or other security to support financial instruments subject to credit risk. As the profile of the revenue comprises a very large number of small customers, the Group accepts some amount of credit risk but has historically experienced no significant loss. All cash balances are on deposit with banks that have S&P Long Term credit ratings of A+ in the UK and Hong Kong and AA- in Australia. The consolidated entity’s total capital is defined as the shareholders’ net equity plus net borrowings, and amounted to $19,397 thousand at 30 June 2013 (2012: $25,017 thousand). The objectives when managing the economic entity’s capital is to safeguard the business as a going concern, to maximise returns to shareholders and to maintain an optimal capital structure in order to reduce the cost of capital. (c) Liquidity and capital risk The consolidated entity does not have a target debt/equity ratio, but has a policy of maintaining a flexible financing structure so as to be able to take advantage of investment opportunities when they arise. The consolidated entity’s liquidity position is managed to ensure sufficient liquid funds are available to meet its financial obligations in a timely manner. The consolidated entity manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring that the consolidated entity has the ability to access required funding. The consolidated entity has historically maintained backup liquidity for its operations and currently maturing debts through its financial asset portfolio. As outlined in note 26, the Group contributed its worldwide events business to Beacon Events Limited (“Beacon”) in exchange for 60% of the equity interest in Beacon in July 2012. The agreement includes an option for the non-controlling shareholders of Beacon to sell their 40% interest in Beacon to Aspermont in 2017 based on a formula of gross profit. The current estimate of that discounted future amount is $7.1 million (adjusted for foreign currency movements) which is recorded as a liability of the Group (see note 16) and a provision for purchase of the non-controlling interest in the equity section. The consolidated entity reports on two financial covenants relating to the bank financing facility. There is a Debt to EBITDA (earnings before interest, taxes, depreciation and amortisation) ratio and an interest cover ratio tested on a rolling twelve month basis (see note 14). The tables below analyse the consolidated entity’s financial liabilities into maturity groupings based on the remaining period from the reporting date to the contractual maturity date. As amounts disclosed in the table are the contractual undiscounted cash flows including future interest payments, these balances will not necessarily agree with the amounts disclosed on the statement of financial position. Consolidated entity as at 30 June 2013 Less than 6 months 6 to 12 months Between 1 and 2 years Between 2 and 5 years Total Contractual Cash Flows Carrying Amount $000 $000 $000 $000 $000 $000 Non-derivatives Trade and other payables Borrowings Put and call option 2,373 5,067 - 7,440 - 639 - 639 - 4,722 - 4,722 - - 9,591 9,591 2,373 10,428 9,591 22,392 2,373 8,645 7,111 18,129 t r o p e R l a u n n A l 3 1 0 2 67 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 21. financial risk management (continued) Consolidated entity as at 30 June 2012 Less than 6 months 6 to 12 months Between 1 and 2 years Between 2 and 5 years Total Contractual Cash Flows Carrying Amount $000 $000 $000 $000 $000 $000 Non-derivatives Trade and other payables Borrowings 2,499 887 - - - 2,499 869 6,341 3,225 11,322 2,499 9,666 3,386 869 6,341 3,225 13,821 12,165 Interest payments are included in the borrowing amounts above and are projected using interest rates applicable at 30 June 2013 and 2012. As the bank borrowings are subject to fixed interest rates, future interest payments will not be affected by market changes. (d) Financial assets and liabilities by category The financial instruments consist mainly of deposits with banks, accounts receivable and payable, bank loans, related party loans and leases. Investments accounted for using the equity method are excluded from the information provided below: Consolidated financial assets Cash and cash equivalents Trade and other receivables Listed securities Unlisted securities financial liabilities Trade and other payables Borrowings Put and call option 2013 $000 3,145 7,063 213 70 10,491 2,373 8,645 7,111 2012 $000 4,298 4,006 1,002 542 9,848 2,499 9,667 - The fair value of cash and cash equivalents, trade and other receivables and trade and other payables is considered to be a reasonable approximation of their fair value due to their short-term nature. The fair value of borrowings as at the reporting date is considered to be a reasonable approximation of their fair value. 18,129 12,166 t r o p e R l a u n n A l 3 1 0 2 68 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 22. segment information The economic entity primarily operates in the media publishing industry as well as in conferencing and investments, within Australia and in the United Kingdom. Segment Reporting: 2013 Print Online Conferencing Investments Total Australia - Asia $000 Europe $000 Australia - Asia $000 Europe $000 Australia - Asia $000 Europe $000 Australia - Asia $000 $000 Revenue Sales 11,404 6,146 4,735 541 12,366 4,987 Other revenue 116 - - - 14 - - - 40,179 130 11,520 6,146 4,735 541 12,380 4,987 - 40,309 total segment revenue Result Segment result 1,802 2,777 (32) 2,291 754 (1,669) 6,106 2012 Print Online Conferencing Restated Investments Restated Total Australia - Asia $000 Europe $000 Australia - Asia $000 Europe $000 Australia - Asia $000 Europe $000 Australia - Asia $000 $000 Revenue Sales 12,028 5,901 4,701 445 6,737 2,994 - 32,806 Other revenue 56 - 47 - 23 - 123 249 12,084 5,901 4,748 445 6,760 2,994 123 33,055 total segment revenue Result Segment result 2,735 2,174 1,136 70 2,422 1,510 (730) 9,317 t r o p e R l a u n n A l 3 1 0 2 69 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 22. segment information (continued) Reconciliation of reportable segment profit or loss: Total profit for reportable segments Other income Overheads Interest 2013 $000 6,106 3,106 (4,622) (1,529) 2012 $000 9,317 62 (7,530) (1,013) Consolidated profit/(loss) before income tax from continuing operations 3,061 836 Description of segments: Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Chief Executive Officer who makes strategic decisions. The segments derive revenue from the following products and services: • The print division derives subscription and advertising revenues from traditional print publications across a number of trade sectors including mining, construction, energy and the resources sector. • The internet media segment develops and maintains web sites and daily news services covering various sectors including mining, energy and construction. Revenue is derived from subscription, advertising and sponsorships. • The conferencing division derives revenues from running events and holding conferences in various locations and across a number of sectors. • The investment division receives revenue from advisory fees and general investment income including fair value gains/losses on non-media share investments held. These segments are the basis on which the Group reports its segment information. Segment revenue and expenses: Segment revenue and expenses are accounted for separately and are directly attributable to the segments. Inter-segment transfers: There are no significant inter-segment transactions at this time. t r o p e R l a u n n A l 3 1 0 2 70 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 23. earnings/(loss) per share (ePs) Consolidated 2013 $000 1.05 1.05 2012 $000 (0.11) (0.11) 2,509 (257) 2,509 (257) 238,710,493 237,877,616 - - 238,710,493 237,877,616 (a) Basic earnings/ (loss) per share (cents per share) (b) Diluted earnings/ (loss) per share (cents per share) (c) Earnings/ (loss) used in calculating earnings per share Profit/ (loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share Profit/ (loss) attributable to the ordinary equity holders of the company used in calculating diluted earnings per share (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares outstanding during the year used in calculation of basic and diluted earnings per share Options Weighted average number of ordinary shares outstanding during the year used in calculation of diluted earnings per share Options granted to employees under the employee option scheme are considered to be potential ordinary shares and are included in the determination of diluted earnings per share to the extent they are dilutive. Details relating to the options are set out in note 17. t r o p e R l a u n n A l 3 1 0 2 71 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 24. capital and leasing commitments finance lease commitments Payable – Minimum lease payments Not later than 12 months Between 12 months and 5 years Minimum lease payments Less future lease charges Present value of minimum lease payments operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements : Not later than 12 months Between 12 months and 5 years Consolidated 2013 $000 2012 $000 30 8 38 38 (2) 36 1,045 1,985 3,029 113 38 151 151 (8) 143 185 - 185 The operating lease commitments relate to the following: • A property lease at Albert House, 1 Singer Street, London, United Kingdom which is a non-cancellable lease which was re-signed in 2013 with a new expiry date of 1 December 2014. • A property lease at 613-619 Wellington Street, Perth, Western Australia which was re-signed in 2012 for a term of five years, expiring 30 September 2017. 25. after reporting date events No matters or circumstance has arisen since the end of the financial year, which has significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years. Variation from preliminary financial report Subsequent to the release of the preliminary report to the ASX, the Group has finalised the financial statements and made adjustment to the Beacon put option liability, reclassified certain losses on the sale of financial assets from profit and loss to other comprehensive income in accordance with AASB 9 (Financial Instruments) and made changes to accrued operating expenses. These changes represent a consolidated after tax net profit of $2.56 million greater than previously announced in the preliminary report to the ASX. t r o p e R l a u n n A l 3 1 0 2 72 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 26. Business combinations (a) Summary of acquisition – Beacon Events Limited In July 2012 the Group contributed its worldwide events business to Beacon Events Limited (“Beacon”) in exchange for 60% of the equity interest in Beacon. This has been effected through a disposal of 40% of the worldwide events business which resulted in a gain of $1.9 million. This gain has been recognised in equity as a transaction with the non-controlling interest. The agreement includes an option for the non-controlling shareholders of Beacon to sell their 40% interest in Beacon to Aspermont in 2017 based on an adjusted gross profit. Our preliminary estimate of that discounted future amount was $10 million (adjusted for foreign currency movements) which is recorded as a liability of the Group (see note 16) and a provision for purchase of the non-controlling interest in the equity section. In addition, we will record interest expense on that amount until the option is exercised or expires. For the year ended 30 June 2013 we have recorded interest of $781,299. The provisional accounting applied to this transaction is provided below. (b) Purchase consideration – Beacon Events Limited Details of the fair value of assets, liabilities and acquired intangible assets are as follows: Purchase consideration: Non cash consideration Total purchase consideration fair value of net identifiable assets acquired: Net book value of Beacons Events business Goodwill in worldwide Events business outflow of cash to acquire subsidiary: Cash balance acquired Net increase in cash Provisional $000 2,737 2,737 - 2,737 2,737 Provisional $000 538 538 t r o p e R l a u n n A l 3 1 0 2 73 Notes to the coNsolidated fiNaNcial statemeNts For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities 26. Business combinations (continued) (c) Assets and liabilities acquired - Beacon Events Limited The assets and liabilities arising from the acquisition are as follows: Cash Trade receivables Other current assets Property, plant & equipment Trade payables and accruals Income in advance Net assets Fair Value Net Assets Provisional $000 538 1,862 637 93 (885) (2,245) - (d) Non-controlling interests In accordance with accounting policy set out in note 2(s), the Group elected to recognise the non-controlling interest at its proportion share of the net identifiable assets of Beacon. Non-controlling interest, on the above acquisition, was recognised at 40% ($0.835 million) of the net assets ($2.088 million) of the worldwide events business at the date of acquisition. (e) Revenue and profit contribution The acquired business contributed revenues of $17,151 and net profit of $2,574 to the Group for the period to 30 June 2013. 27. contingent liabilities The Group is not aware of any contingent liabilities existing at the end of the financial year or at the date of this report that will significantly affect the operations of the Group or the state of affairs of the group in future financial years. t r o p e R l a u n n A l 3 1 0 2 74 diRectoRs’ declaRatioN In the directors’ opinion: 1. the financial statements and notes set out on pages 28 to 74 are in accordance with the Corporations Act 2001, including: a) complying with Australian Accounting Standards, the Corporations Regulation 2001 and other mandatory professional reporting requirements; and b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the financial year ended on that date; and 2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and Note 2 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. C. O’Brien Director Perth 27 September 2013 t r o p e R l a u n n A l 3 1 0 2 75 Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR’S REPORT To the members of Aspermont Limited Report on the Financial Report We have audited the accompanying financial report of Aspermont Limited, which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Aspermont Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania. Opinion In our opinion: (a) the financial report of Aspermont Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2. Emphasis of Matter Without modifying our opinion, we draw attention to Note 2 in the financial report, which indicates the ability of the consolidated entity to continue as a going concern is dependent upon successful renegotiation of its ANZ borrowing facility. This condition, along with other matters as set forth in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of Aspermont Limited for the year ended 30 June 2013 complies with section 300A of the Corporations Act 2001. BDO Audit (WA) Pty Ltd Brad McVeigh Director Perth, 27 September 2013 additioNal iNfoRmatioN foR listed PuBlic comPaNies For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities The following additional information is required by the Australian Securities Exchange Limited in respect of listed companies: (a) Shareholding ordinary share capital 238,710,493 (2012: 238,710,493) shares are held by 336 (2012: 350) individual holders. All issued ordinary shares carry one vote per share. distribution of shareholders Number Category (size of holding) 2013 2012 Ordinary shares 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over 47 24 72 104 89 336 48 24 74 107 97 350 The number of shareholdings held with a less than marketable parcel is 82 (2012:65). (b) Share Options (Unquoted) Number of Options Number of Holders Exercise Price Date of Expiry 21,900,000 5,000,000 6 1 15c 15c 30 October 2015 30 October 2016 (c) Company Secretary The name of the Company Secretary is Mr John Detwiler. (d) Principal Registered Office The address of the principal registered office in Australia is: 613-619 Wellington Street, Perth, WA 6000 Ph +61 8 6263 9100 (e) Register of Securities The register of securities is held at the following address: Advanced Share Registry 150 Stirling Highway, Nedlands, WA 6009 (f) Stock Exchange Listing Quotation has been granted for all of the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited under the symbol ASP. t r o p e R l a u n n A l 3 1 0 2 78 additioNal iNfoRmatioN foR listed PuBlic comPaNies For the year ending 30 June 2013 l Aspermont Limited and its Controlled Entities (g) Substantial Shareholders Number of Ordinary fully paid shares held % Held of Issued Ordinary Capital Name 1 Mr. Andrew Kent and beneficial interests 116,925,000 2 Mr. John Stark and beneficial interests 3 Cannavo Investments Pty Ltd 29,531,000 11,227,000 48.98% 12.37% 4.70% (h) 20 Largest Shareholders – Ordinary shares Number of Ordinary fully paid shares held % Held of Issued Ordinary Capital Name 1 Drysdale Investments Limited 107,312,500 44.96% 2 Allan Dale Real Estate Pty Ltd 3 Cannavo Investments Pty Ltd 4 National Nominees Limited 5 Annis Trading Limited 6 Mr John Stark and Mrs Julie Stark 7 Glacier Media Inc 8 Mr Alan Cowen 9 Allan Dale Real Estate Pty Ltd 10 Mr Robert Miller 11 Chepan Pty Ltd 12 Yarandi Investments Pty Ltd 13 A&C Gal Investments Pty 14 Mr Colm John O'Brien 15 B F A Pty Ltd 16 Mr David Nizol 17 Kizogo Pty Ltd 18 Dr Carole Anne Jones 19 Mr Thomas George Klinger 20 Peterborough Nominees Pty Ltd 13,735,000 11,227,000 10,356,830 9,562,500 9,126,000 8,637,317 5,033,856 5,000,000 3,481,353 3,210,000 2,923,158 2,339,640 2,000,000 1,950,000 1,700,603 1,648,333 1,648,000 1,637,241 1,593,750 5.75% 4.70% 4.34% 4.01% 3.82% 3.62% 2.11% 2.09% 1.46% 1.34% 1.22% 0.98% 0.84% 0.82% 0.71% 0.69% 0.69% 0.69% 0.67% 204,123,081 85.51% t r o p e R l a u n n A l 3 1 0 2 79 Notes Notes t r o p e R l a u n n A l 3 1 0 2 80 aUstraLia pertH Head oFFice 613-619 Wellington Street PErtH, Western Australia 6000 t l +61 8 6263 9100 F l +61 8 6263 9148 www.aspermont.com sydney Level 7, 30-32 Carrington Street SYdnEY, new South Wales 2000 t l +61 2 9279 2222 F l +61 2 9279 2477 www.resourcefulevents.com UK/eUrope/americas aspermont United Kingdom Albert House, 1 Singer St London, United Kingdom, EC2A 4BQ t l +44 (0) 20 7216 6060 F l +44 (0) 20 7216 6050 www.mining-journal.com
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